Business partnerships

Business partnerships are commercial organizations divided into shares share capital. Contributions to the property of a business partnership can be money, securities, other things or property rights or other rights that have a monetary value.

Business partnerships can be created in the form of a general partnership and limited partnerships. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations.

General partnership. It recognizes a partnership, the participants of which (general partners), in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all the property belonging to them. A person can be a member of only one general partnership.

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants (general partners). The constituent agreement must contain the following information: - name of the general partnership;

Its location;

The procedure for managing it;

Conditions on the size and composition of the partnership's share capital;

On the size and procedure for changing the shares of each participant in the share capital;

On the size, composition, timing and procedure for making contributions;

On the liability of participants for violation of obligations to make contributions.

The memorandum of association must provide for: the procedure joint activities to create a partnership; conditions for the transfer of property to him and participation in his activities; conditions and procedure for distribution of profits and losses between participants, withdrawal of founders (participants) from the partnership.

Control The activities of a general partnership are carried out by the general consent of all participants, but the constituent agreement may provide for cases when the decision is made by a majority vote of the participants.

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. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

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

A limited partnership is created and operates on the basis of a memorandum of association.

Control The activities of a limited partnership are carried out by general partners, and investors do not have the right to participate in the management and conduct of affairs of the limited partnership, or to challenge the actions of general partners in the management and conduct of property affairs.

An investor in a limited partnership has the right to: receive part of the partnership's profit due to his share in the share capital, in the manner prescribed by the constituent agreement; get acquainted with the annual reports and balance sheet of the partnership; at the end financial year leave the partnership and receive your contribution in the manner prescribed by the founding agreement.

Business societies

Business companies can be created in the form of a company with limited liability, additional liability company, joint stock company.

A limited liability company is a business entity created by one or several persons, the authorized capital of which is divided into certain shares constituent documents sizes. The participants of the company are 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 made by them.

Participants societies can be citizens and legal entities. A company can be founded by one person, who becomes the sole participant. The maximum number of company participants should not be more than fifty. If this limit is exceeded, the company must be transformed into an open company within a year. Joint-Stock Company or to a production cooperative.

Constituent documents of the company are the memorandum of association and the articles of association. If a company is founded by one person, the constituent document is the charter approved by this person.

Authorized capital of the company is made up of the nominal value of the shares of its participants.

Supreme body of the company is the general meeting of the company's participants. A company may, in accordance with civil law, have subsidiaries and dependent companies. Society is recognized subsidiaries, if another business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such a company. The subsidiary is not liable for the debts of the main business company (partnership). The main business company (partnership), which has the right to give mandatory instructions to its subsidiary, is liable jointly and severally with subsidiary company for transactions concluded by the latter in pursuance of such instructions.

Dependent A company is recognized if another (predominant, participating) business company has more than 20% of the authorized capital of the first company. A company that has acquired more than 20% of the voting shares of a joint stock company or more than 20% of the authorized capital of another limited liability company is obliged to immediately publish information about this in the press organ in which information about state registration legal entities.

Participants additional liability companies jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions established by the constituent documents of the company.

If one of the company's participants goes bankrupt, his liability for the company's obligations is distributed among the participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the company's constituent documents.

Brand name a company with additional liability must contain the name of the company and the words “with additional liability”.

In accordance with the law, a joint stock company is recognized commercial organization, the authorized capital of which is divided into a certain number of shares certifying the obligatory rights of the company participants (shareholders) in relation to the joint-stock company (hereinafter referred to as the Company). Shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. A joint stock company can be open or closed, which is reflected in its charter and corporate name.

Open joint stock company is a company that has the right to conduct an open subscription for the shares it issues and carry out their free sale, taking into account the requirements of federal legislation. Shareholders of an open company may alienate their shares without the consent of other shareholders of the company. The number of shareholders of an open company is not limited. Minimum size The authorized capital of an open company must be equal to no less than a thousand times the minimum wage established by federal law on the date of registration of the company.

Closed joint stock company is a company whose shares are distributed only among the founders or another predetermined circle of persons. A closed 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. Number of shareholders closed society should not exceed fifty. If the number of shareholders of a closed company exceeds 50, the specified company must be transformed into an open company within a year. Shareholders of a closed company have a pre-emptive right to purchase shares sold by other shareholders of this company at the offer price of another person. The founders of the joint stock company are citizens and (or) legal entities who made the decision to establish it. The number of founders of an open society is not limited; and the number of founders of a closed company cannot exceed fifty. The agreement on the establishment of a company is not a constituent document. The founders of the company are jointly and severally liable for the obligations associated with its creation and arising before the state registration of the company.

Constituent document of the joint stock company is the charter, the requirements of which are binding on all bodies of the company and its shareholders. The company's charter must contain the following information:

Full and abbreviated company name of the company;

location of the company;

type of society (open or closed);

Number, 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);

size of the company's authorized capital;

The structure and competence of management bodies, society and the procedure for their decision-making;

procedure for preparing and conducting general meeting shareholders, including a list of issues on which decisions are made by the company’s management bodies by a qualified majority of votes or unanimously;

information about branches and representative offices of the company.

The company's charter may establish restrictions on the number of shares owned by one shareholder and their total par value, as well as the maximum number of votes granted to one shareholder. The company's charter may determine:

the number and par value of shares that the company has the right to place in addition to the placed shares (authorized shares);

the rights granted by the company's shares of each category (type) that it places;

procedure and conditions for placement of authorized shares by the company.

By governing bodies of a joint stock company are the general meeting of shareholders, the board of directors (supervisory board) of the company and the executive body of the company, which can be the collective executive body of the company (board, directorate) or the sole executive body of the company (director, general director), which manage the current activities of the company.

The supreme governing body of a joint stock company is the general meeting of shareholders. The annual meeting of shareholders is held within the time limits established by the company's charter, but no earlier than 2 months and no later than 6 months after the end of the financial year.

At the annual meeting of shareholders of the company, the issue of electing the board of directors (supervisory board) of the company, the audit commission (auditor), approving the auditor of the company is resolved, the annual report of the company submitted by the board of directors (supervisory board) is considered and approved, balance sheet, profit and loss statement of the company, distribution of profits and losses.

Board of Directors (supervisory board) of the company carries out general management of the company's activities, with the exception of resolving issues within the general competence of the general meeting of shareholders. Members of the board of directors (supervisory board) are elected by the general meeting of shareholders for a period of one year, but can be re-elected an unlimited number of times. The chairman of the board of directors (supervisory board) is elected by members of the board of directors (supervisory board) of the company from among them by a majority vote from total number members of the board of directors (supervisory board).

Executive body of the joint stock company manages the current activities of the company. It may be a sole executive body (director, general director), or a collegial executive body of the company (board), or both bodies manage the company simultaneously.

Sole executive body of the company(director, general manager) acts without a power of attorney of the company, including representing its interests, making transactions on behalf of the company, the states approve. Issues orders and gives instructions that are binding on all employees of the company.

Audit Commission of the Company elected by the general meeting of shareholders in accordance with the company's charter. It exercises control over the financial and economic activities of the company. Check (audit) financial economic activity of the company is carried out based on the results of the company’s activities for the year, as well as on the initiative of the audit commission of the company, the decision of the general meeting of shareholders, the board of directors (supervisory board) of the company or at the request of a shareholder (shareholders) who collectively own at least 10% of the voting shares of the company. Based on the results of an audit of the financial and economic activities of the company audit committee draws up an appropriate conclusion.

People's Enterprises

In accordance with the law “On the Peculiarities legal status joint-stock companies of workers (people's enterprises)" a people's enterprise may be created in the manner prescribed by this Federal law, by transforming any commercial organization, with the exception of state and municipal unitary enterprises and open joint-stock companies, whose employees own less than 49% of the authorized capital. It is important that the creation of a national enterprise in any other way is not allowed.

The nominal value of one share of a national enterprise is determined by the general meeting of shareholders of the national enterprise, but cannot be more than 20% of the minimum wage. Employees of a national enterprise must own a number of shares of the national enterprise, the nominal value of which must be more than 75% of its authorized capital, the minimum amount of which must be at least 1000 times the minimum wage established by federal law on the date of state registration of the national enterprise.

One shareholder of a people's enterprise, who is its employee, cannot own the number of shares of the people's enterprise whose par value exceeds 5% of the authorized capital of the people's enterprise. If, for some reason, one employee-shareholder has a number of shares in a national enterprise that exceeds the maximum share established by the charter, the national enterprise is obliged to buy back from such employee-shareholder those shares that constitute this excess.

Average headcount employees of a national enterprise should not be less than 51 people. If this number decreases, it must increase its number within one year or transform into a commercial organization of a different form.

The governing bodies of a people's enterprise are the general meeting of shareholders, the supervisory board of the people's enterprise and the general director of the people's enterprise.

For the transition period of the Belarusian economy, business companies that can be created in the form of limited liability companies, additional liability companies and joint stock companies are very convenient. Most companies are an association of capital.

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

A business company can be created by one person, who becomes its sole participant.

Participants business entities may be citizens and legal entities. Contributions to the property of a business company can be money, securities, other things or property rights or other rights that have a monetary value.

The monetary valuation of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in certain cases provided for by law, is subject to independent expert verification.

A limited liability company (LLC) is a form that is established by one or more persons, the authorized capital of which is divided into shares determined by the constituent documents (charter and constituent agreement - if there are participants and charters, if there is one participant). The founders of this 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.

The Civil Code of the Republic of Belarus formulates a requirement to provide, at the time of state registration, a document confirming payment of at least 50% of the authorized capital (10% for production cooperatives). The number of LLC participants should not be more than fifty.

If the number of company participants exceeds the established limit, the company must transform into an open joint-stock company or a production cooperative within a year. If within the specified period the company is not transformed and the number of participants in the company does not decrease to the established limit, it is subject to liquidation through a judicial procedure. The founders of the company enter into a constituent agreement and approve the charter of the company. The memorandum of association and the charter of the company are the constituent documents of the company. If a company is founded by one person, the constituent document of the company is the charter approved by this person. If the number of company participants increases to two or more, a constituent agreement must be concluded between them. In the founding agreement, the founders of the company undertake to create the company and determine the procedure for joint activities to create it. The constituent agreement also determines the composition of the founders (participants) of the company, the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and timing of their contribution to the authorized capital of the company upon its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company’s bodies and the procedure for the withdrawal of company participants from the company.

The authorized capital of a company is made up of the nominal value of the shares of its participants.

The amount of the company's authorized capital must be no less than one hundred times the minimum wage established by federal law on the date of submission of documents for state registration of the company.

The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. Each founder of the company must make a full contribution to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company.

At the time of state registration of the company, its authorized capital must be paid by the founders in at least half. The company has the right to make a decision quarterly, once every six months or once a year on the distribution of its net profit among the company's participants. The decision to determine the company's net profit distributed among the company's participants is made by the general meeting of the company's participants.

Part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

The supreme body of the company is the general meeting of the company's participants. The competence of the general meeting of company participants is determined by the company's charter.

Each participant in the company has a number of votes at the general meeting of participants in the company, proportional to his share in the authorized capital of the company, unless otherwise provided in the charter of the company.

The company's charter may provide for the formation of a Board of Directors (supervisory board) of the company. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of company participants and the board of directors of the company. The company is not obliged to publish reports on its activities. This legal form is most common among small and medium-sized enterprises.

In Belarus, companies with additional liability can be created, which are recognized as companies founded by one or more persons, the authorized capital of which is also divided into shares of sizes determined by the constituent documents. This new form has many similarities with a limited liability company. A special feature of this form is the different responsibility of the founders - they are jointly and severally liable on a subsidiary basis in a multiple of the value of their contributions. The main debtor remains society itself. But if its assets turn out to be insufficient to pay creditors, the balance of the debt is assumed by the founders in an amount that is a multiple of the authorized contribution. The multiplicity is determined by the constituent agreement.

Each created business company (in any form) is a legal entity, acts in accordance with the charter and constituent agreement adopted by its participants, has proper name with the obligatory indication of its organizational and legal form.

Legal entities that are part of the company as participants retain their independence and status as legal entities. In the Belarusian economy, a significant share in terms of the number of personnel and the volume of output is occupied by joint-stock companies, especially those created as a result of the privatization of state and municipal-owned enterprises. Open and closed joint stock companies are being created.

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares, certifying the obligatory rights of the company's participants (shareholders) in relation to the company. Participants in a joint stock company (shareholders) are not liable for its obligations, but bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. The company is liable for its obligations with all its property. The legal form of a joint stock company is preferable for large enterprises where there is a great need for financial resources.

A joint stock company, the participants of which can alienate their shares without the consent of other shareholders, is recognized as an open joint stock company (distribute their shares through open sale). Such a joint stock company has the right to conduct an open subscription for the shares they issue and their free sale under the conditions established by laws and other legal acts. The number of shareholders of an open company is not limited. An open joint-stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

A joint stock company, the shares of which are distributed only among the founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a 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.

As follows from the economic literature, many enterprises gravitated towards creating closed joint stock companies in order to avoid the entry of unwanted participants from outside. The number of participants in a closed joint stock company must not exceed the number established by law on joint-stock companies (must not exceed fifty people), otherwise it is subject to transformation into an open joint-stock company within a year, and after this period - to liquidation in court, if their number does not decrease to the limit established by law.

The joint stock company ensures the centralization of capital and is the main organizational form modern medium and large enterprises in a market economy. The founders of the company enter into a written agreement between themselves on its creation, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company. The agreement on the establishment of a company is not the constituent document of the company. The founding document of the company is the charter.

The authorized capital of a joint stock company is made up of the par value of the company's shares acquired by shareholders. Its value determines the minimum amount of the company's property that guarantees the interests of its creditors. It cannot be less than the amount provided for by the Law on Joint Stock Companies (the minimum amount of property for open joint-stock companies must be no less than a thousand times the minimum wage and for closed joint-stock companies - no less than a hundred times the minimum wage established by the legislation in force on the date of registration of the enterprise ).

An open subscription for shares of a joint stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all its shares must be distributed among the founders. Each shareholder formally becomes a co-owner of the joint stock company. However, small shareholders have virtually no influence on management decisions adopted by the company's shareholders. This influence is exerted only by those shareholders who own a significant portion of the shares. They have a large number of votes: in proportion to the number of their shares as a percentage of their total number (in joint stock companies the principle of “one share - one vote” applies). But in practice, the ability to manage a joint stock company comes from owning 15-30% of all shares.

An OJSC differs from a CJSC in that in an OJSC the number of shareholders is not limited, but in a CJSC the number of participants should not be more than 50. If the number of shareholders of a closed joint stock company exceeds 50 people, then within a year the JSC must transform into an open joint stock company. Another difference is the procedure for issuing and placing shares - in an OJSC it is of a public nature, while in a CJSC it is limited to specific individuals and legal entities.

Shareholders are responsible for the obligations of the joint stock company, bear possible losses, and risk only within the nominal value of the block of shares they own.

IN in this case We are talking about limited liability of members of a joint stock company. The company itself is not responsible for the property obligations of shareholders accepted by them individually, privately.

A joint stock company is one of the most complex organizational and legal forms of enterprises.

Therefore, it must have several management bodies, internal and external control, general meeting bodies, the distribution of competencies between them, the establishment of a procedure for making decisions by these bodies, certain actions by them on behalf of the company, and determination of liability for losses caused. Such bodies are determined by the Law “On Joint Stock Companies”. They are:

• 1) general meeting of shareholders
• 2) board of directors (supervisory board)
• 3)sole executive body (general director)
• 4) collegial executive body (board, executive directorate, executive director)
• 5) audit commission (body internal control over the financial, economic and legal activities of the company)
• 6) counting commission (permanent body of the general meeting)

The meeting of shareholders is supreme body management of society. It is through participation in it that the owners of voting shares exercise the right to participate in the management of the affairs of the company.

However, the meeting of shareholders can consider and make decisions only on those issues that are within its competence by Federal Law, and the list of issues cannot be expanded at the discretion of the shareholders themselves.

The General Meeting of Shareholders elects the Board of Directors and its Chairman.

The Board of Directors appoints a sole and, if necessary, a collegial executive body. Let us consider the features of joint stock companies as one of the organizational, financial and economic forms of management.

These features are as follows:

Societies use effective method mobilizing financial resources through the issue of shares in order to start a business;

Limited liability. In the event of bankruptcy of a joint stock company, a shareholder risks losing the money he spent on purchasing shares;

Participation of shareholders in the management of the company (above is a description of their capabilities in the management of the joint stock company);

The right of shareholders to receive annual income in the form of dividends;

Using staff incentive opportunities (providing preferential rights to managers and employees to purchase shares, sell them in installments, at a discount, etc.).

Throughout the world, this organizational and legal form represents a more advanced mechanism for organizing economic activity. Positive features joint-stock companies are: division of share capital into equal, freely tradable shares - shares; limited liability of shareholders for the company's obligations in the amount of the share price; the statutory basis of the association, which allows you to easily change the number of participants and the size of the share capital; separation of the function of general management (meeting of shareholders) from management of economic activities (directorate of the company), etc.

Characteristic features of the joint-stock company:

• * is a legal entity;
• * bears property liability to creditors;

has property that is completely separate from the property of individual shareholders;

* owns cash share capital, divided into parts (shares).

Advantages of JSC:

• * are able to attract additional investments by issuing shares, limit the liability of partner shareholders to the value of the shares in the general economic interest;
• * reduce business risks;

facilitate the flow of capital from industry to industry.

1. Joint Stock society
2. Society With
3. Society With
4. Complete society
5. Limited society
6. Cooperative How business entity
7. company
8. Farm farming

1. Joint Stock society

The concept of a joint stock company.

Joint stock company is a business company that has an authorized capital divided into a certain number of shares of the same par value, and is liable for obligations only with the property of the company, and shareholders bear the risk of losses associated with the activities of the company, within the value of the shares they own.

Characteristics of a joint stock company.

• A joint stock company is a type of business company. This means that it is subject to general provisions about business companies
  taking into account the specifics of this type of legal entity.
• A joint stock company is a company that has an authorized capital divided into a certain number of shares of the same par value. In fact, this means that the authorized capital of a joint-stock company is divided into parts, the ownership of which is confirmed by shares.
• A joint stock company is liable for obligations only with the property of the company. In turn, shareholders bear the risk of losses associated with the activities
  companies, within the value of their shares.

(Part 2 of Article 152) and the Law “On Business Companies” (Part 3 of Article 24) provide for the possibility of enshrining in the charter of joint-stock companies a provision according to which shareholders who have not fully paid for the shares are liable for the obligations of the company also in within the unpaid amount. In addition, according to Part 3 of Art. 153 persons who create a joint stock company bear joint liability for obligations that arose before the state registration of the company. A joint stock company is liable for the obligations of its participants associated with its creation only if their actions are subsequently approved by the general meeting of shareholders.

4.In accordance with Art. 154 the constituent document of a joint stock company is the charter.

Taking into account the permission contained in Art. Art. 114, 153 regarding the creation of a joint-stock company by one or several individuals and legal entities, the legislation provides for the need to conclude between the founders, if there are several of them, an agreement that determines the procedure for their joint activities to create a joint-stock company, responsibility to persons who have signed up for shares, and third parties. This agreement is not a constituent document of the company and, accordingly, has no legal significance.

In accordance with Part 4 of Art. 153, a joint stock company can be created by one person or can consist of one person in the event that one shareholder acquires all the shares of the company. It cannot have as its only participant another business entity whose participant is one person. Accordingly, if the founder of a joint-stock company is one person, the only document on the basis of which the relationship between him and the joint-stock company created by him is determined is the charter.

1. Russian legislation divides shareholders into founders and participants. Founders are considered to be persons who perform actions related to the establishment of a joint stock company. They enter into an agreement among themselves, which determines the procedure for their joint activities to create a joint-stock company, make messages about their intention to create a joint-stock company, subscribe for shares, conduct a constituent meeting and state registration of a joint-stock company. In addition, the legislation imposes an obligation on the founders to be holders of shares worth at least 25% of the authorized capital for a period of at least 2 years.

Unlike the founders, participants in a joint stock company agree to make a contribution to the authorized capital of the company that is being created, but do not assume any responsibilities for its creation. According to Art. 28 of the Law “On Business Companies”, participants buy shares when creating a joint-stock company on the basis of an agreement with its founders, and when additional shares are issued in connection with an increase in the authorized capital - with the company or other owner.

Classification of joint stock companies. In accordance with Art. 81 HC joint stock companies can be:

• open;
• closed.

Shares of an open joint stock company can be distributed through open subscription and purchase and sale on stock exchanges. Shareholders of an open company may alienate their shares without the consent of other shareholders and the company.

Shares of a closed joint stock company are distributed among the founders or among a pre-limited circle of persons and cannot be distributed by subscription, bought or sold on the stock exchange. Shareholders of a closed company have a predominant right to purchase shares that are sold by other shareholders of the company.

1. Stages of creating a joint stock company

The Law “On Business Companies” provides for 4 stages that the founders must go through to create a joint-stock company:

• make a notice of intention to create a joint stock company;
• subscribe for shares (in case of creating an open joint-stock company);
• hold a constituent meeting;
• carry out state registration of a joint stock company.

Notice of intention to create a joint stock company done in means mass media; however, the list of such media is not defined by law. The message shall indicate: the name of the joint stock company; the purpose of its creation and activities; size of the authorized capital; the number, par value and types of shares that are issued; composition of founders and other information

The essence subscriptions to shares consists of the deposit by persons who wish to become shareholders into the account of the founders of at least 10% of the value of the shares for which they subscribed, after which the founders issue to them a written undertaking to sell the corresponding number of shares.

The founders publish in the media in accordance with the requirements of the current legislation information about the issue of shares, the content and registration procedure of which is established by the State Commission for Securities and the Stock Market. The period of open subscription for shares cannot exceed 6 months.

After the end of the period specified in the message, the subscription is terminated. If by that time it has not been possible to cover 60% of the shares by subscription, the joint-stock company is considered not to have been established. Persons who subscribed to the shares are returned the amounts they contributed or other property no later than 30 days later.

By the day of convening the constituent meeting, persons who subscribed to the shares must contribute, taking into account the previous contribution, at least 30% of the nominal value of the shares. To confirm the contribution, the founders issue temporary certificates.

Unlike an open joint-stock company, the founders of a closed joint-stock company must contribute at least 50% of the nominal value of the shares on the day of convening the constituent meeting.

If the results of the subscription indicate the possibility of creating a joint stock company, in accordance with Art. 35 of the Law “On Business Companies” the founders convene constituent Assembly. It is collected within the period specified in the message, but no later than 2 months from the date of completion of the subscription to the shares.

The founding meeting of a joint stock company is recognized as valid if it is attended by persons who have subscribed for more than 60% of the shares for which the subscription has been carried out. If, due to the lack of a quorum, the constituent meeting did not take place, a repeat constituent meeting is convened within 2 weeks. If a quorum is not ensured when the constituent meeting is reconvened, the joint-stock company is considered invalid

Decisions on the creation of a joint-stock company, its subsidiaries, branches and representative offices, on the election of the board of the joint-stock company (supervisory board), executive and supervisory bodies of the joint-stock company and on the provision of benefits to the founders at the expense of the joint-stock company must be adopted by a majority of 3/4 of the votes present at the meeting. the constituent meeting of persons who subscribed to the shares, and other issues - by a simple majority of votes. Voting at the constituent meeting is carried out according to the principle: one share - one vote.

At the founding meeting of a joint stock company the following issues are resolved:

• a decision is made to create a joint stock company and its charter is approved;
• a proposal to subscribe for shares that exceeds the number of shares for which the subscription was announced is accepted or rejected (if a decision is made to subscribe for shares that exceed the amount for which the subscription was announced, the provided authorized capital is increased accordingly);
• the size of the authorized capital is reduced in cases where not the entire required amount specified in the message is covered within the period established by the subscription for shares; the council of the joint-stock company (supervisory board), the executive and supervisory body of the joint-stock company is elected;
• the issue of approving agreements concluded by the founders before the creation of the joint stock company is resolved;
• the benefits that are provided to founders are determined;
• the assessment of contributions made in kind is approved;
• other issues are resolved in accordance with the constituent documents.

After the constituent meeting makes a decision to create a joint-stock company, it is carried out state registration in the manner prescribed by the Law “On State Registration of Legal Entities and Individual Entrepreneurs”.

1. Society With limited liability

The concept of a limited liability company.

Limited Liability Company is a business company that has a charter fund, divided into shares, the size of which is determined in the constituent documents, and is liable for its obligations only with its property. Participants of the company who have fully made their contributions bear the risk of losses associated with the activities of the company within the limits of their contributions.

Characteristics of a limited liability company.

1. A limited liability company has an authorized capital divided into shares. These shares reflect the contributions made by participants when creating a limited liability company. In accordance with the authorized capital, the minimum amount of the company's property is calculated, which guarantees the interests of its creditors. According to Part 2 of Art. 144, it is not permitted to release a participant in a limited liability company from the obligation to make a contribution to the authorized capital of the company, including by crediting claims to the company.

The size of the authorized capital of the company must be an amount not less than the equivalent of 100 minimum wages, based on the minimum rate wages, valid at the time of creation of the limited liability company (Article 52 of the Law “On Business Companies”).

By the time of state registration of a limited liability company, its participants must pay at least 50% of the amount of their contributions. The contribution of money to the authorized fund is confirmed by documents issued by the banking institution. The procedure for assessing other contributions (in the form of property, property rights, etc.) is determined in the constituent documents of the company.

The part of the authorized capital that remains unpaid is subject to payment during the first year of the company’s activity. If the participants have not paid the full amount of their contributions during the first year of the company’s activities, the company must announce a reduction in its authorized capital and register the corresponding changes in the charter in the prescribed manner or make a decision to liquidate the company. If after the end of the second or each subsequent financial year the value net assets limited liability company turns out to be less than the authorized capital, the company is obliged to announce a decrease in its authorized capital and, in the prescribed manner, register the corresponding changes in the charter, if the participants have not decided to make additional contributions. If the value of the company's net assets becomes less than the minimum size of the authorized capital determined by law, the company is subject to liquidation.

2. A limited liability company is liable for its obligations only with its property. In accordance with this provision, its participants are not liable for the obligations of the company and bear the risk of losses associated with the activities of the company, within the limits of their contributions. This reveals a characteristic feature of the “limited liability” of the company and its participants, which consists precisely in limiting the liability of the company’s participants to the amount of contributions they made.

According to Part 2 of Art. 140 members of the company who have not made full contributions bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of any of the participants.

3.Participants in a limited liability company can be legal entities and individuals. At the same time, Part 2 of Art. 114 provides for the possibility of creating a limited liability company by one person. But a limited liability company cannot have as one participant another business company, of which one person is also a participant (Part 2 of Article 141), i.e. a person can be a participant in only one limited liability company, which
has one participant.

If a limited liability company is established by several persons, these persons, if it is necessary to determine the relationship between themselves regarding the creation of the company, enter into a written agreement. It determines the procedure for establishing a company, the conditions for carrying out joint activities to create a company, the size of the authorized capital, the share in the authorized capital of each of the participants, the terms and procedure for making contributions and other conditions. This agreement is not a constituent document and its presentation during state registration of the company is not mandatory (Article 142).

1. The constituent document of a limited liability company is the charter.

Society With additional responsibility

The concept of a company with additional liability.

Company with additional liability

is a business company, the authorized capital of which is divided into shares in the amounts provided for by the constituent documents, and which is liable for its obligations with its own property, and in case of its insufficiency, the participants of this company bear additional joint and several liability in the same multiple amount as determined by the constituent documents in relation to the contribution each of the participants. According to Art. 1 of the Decree of the Cabinet of Ministers of Russia dated March 17, 1993 No. 2393 “On Trust Companies”, such companies can be created and operate exclusively in the form of a company with additional liability.

Taking into account the provisions of Part 4 of Art. 151 that the provisions of the legislation on a limited liability company apply to a company with additional liability, unless otherwise established by the charter of the company and the law, in the characteristics of this type of company the main attention is paid to its specifics in comparison with other types of companies.

Characteristics of a company with additional liability.

1. The authorized capital of a company with additional liability is divided into shares in the amounts determined by the constituent documents. Its minimum amount, as in a limited liability company, is 100 minimum wages.

Certain specifics are provided for by the legislation regarding companies with additional liability in the form of trust companies. Thus, the authorized capital of a trust company must be formed exclusively at the expense of the funds and securities of the participants, in contrast to the authorized capital of a limited liability company, which can be formed either with the help Money, as well as property and property rights.

1. A company with additional liability is liable for its obligations with its own property. However, this feature is relevant only if the society has property; in case of its absence, the consequences provided for by sign 3 occur, which, in fact, is assumed by the content of the very name of this company and the difference in the legal status of limited and additional liability companies.
2. In case of insufficiency of property, the participants of the company with additional liability bear additional joint and several liability in the amount determined by the constituent documents in the same multiple amount in relation to the contribution of each of the participants.

That is, unlike a limited liability company, the liability of participants in a company with additional liability is not limited only to the amount of contributions to the authorized fund. Additional (subsidiary) liability in the form of recovery of property belonging to the participants occurs in an amount that is a multiple of the contribution of each participant.

The solidarity of liability of company participants with additional liability means that, in accordance with the requirements of Art. 543 the creditor has the right to demand fulfillment of the obligation partially or partially in full both from all participants together and from any of them separately. A participant who has fulfilled a joint and several debt has the right to a return claim (recourse) to each of the remaining participants in equal part, unless otherwise provided by the agreement or law, minus the part that falls on him.

The maximum amount of liability of participants (multiplicity factor) is provided for in the constituent documents. As for trust companies, Art. 2 of the Decree of the Cabinet of Ministers “On Trust Companies” provides for additional liability of company participants in the amount of 5 times the contribution of each participant.

A specific feature of a company with additional liability - a trust company - is the mandatory personal participation of its participants in the conduct of the company's affairs. In accordance with Art. 3 of the Decree of the Cabinet of Ministers “On Trust Companies”, trust operations on behalf of the trust company are carried out by its participants - trustees. In a limited liability company, participants may not take part in the operational activities of the company at all (except for resolving issues that fall within the exclusive competence of the meeting of participants), authorizing the executive body to carry out appropriate actions.

Other characteristics of an additional liability company coincide with the characteristics of a limited liability company.

1. Complete society

The concept of a complete society.

Full society is a business company, all participants of which, in accordance with the agreement concluded between them, carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for the obligations of the company with all their property.

Characteristics of a complete society.

• A full company is a business entity that is created and operates on the basis of a constituent agreement, which is signed by all its participants (Article 120). Due to the legal nature of this type of company, it does not have a charter.
• Participants in a general partnership carry out entrepreneurial activities on behalf of the company. Taking this into account, Part 7 of Art. 80 of the Civil Code provides that only persons (both legal entities and individuals) registered as business entities can be participants in a general partnership.

The legislation provides for certain restrictions in relation to persons who are participants in a general partnership. Thus, a person can be a member of only one full society (Part 2 of Article 119); A participant in a general partnership does not have the right, without the consent of other participants, to enter into agreements on his own behalf and in his own interests or in the interests of third parties that are similar to those that constitute the subject of the company’s activities (Part 3, Article 119; Article 70 of the Law “On economic societies").

In accordance with Art. 122 each participant in a general partnership has the right to act on behalf of the company, unless the constituent agreement stipulates that all participants conduct business jointly or that the conduct of business is entrusted to individual participants.

In the case of common management of the affairs of the company by the participants, the consent of all participants of the company is required for the conclusion of each agreement. If the conduct of affairs is entrusted to individual participants of a general partnership, other participants may enter into agreements on behalf of the company if they have a power of attorney issued by the participants entrusted with the conduct of the affairs of the company. A member of a general society who acted in the general interests, but did not have the authority to do so, has the right, if his actions were not approved by other participants, to demand compensation from the company for the expenses incurred by him if he proves that thanks to his actions the company saved or acquired property whose value exceeds these costs.

1. Participants in a general partnership bear additional joint and several liability for the obligations of the company with all their property. Thus, the liability of participants for the debts of the company with all their property is one of the exceptions to the general rule about the independent liability of a legal entity for its obligations (Article 96).

In accordance with Art. 124 in the event that a general partnership does not have enough property to satisfy the claims of creditors in full, the participants of the general partnership are jointly and severally (see Art. 543) liable for the obligations of the company with all their property, which can be foreclosed on. In this case, a participant in a general partnership is liable for the company’s debts, regardless of whether these debts arose before or after his entry into the company.

A participant in a general partnership who has paid off the debts of the company in full has the right to make a recourse claim in the relevant part to other participants who are liable to him in proportion to their shares in the authorized capital of the company.

4. Management of the activities of a general society is carried out by common consent of all participants. The constituent agreement of the company may provide for cases when decisions are made by a majority vote of the participants.

Each member of a general partnership has one vote, unless the constituent agreement provides for a different procedure for counting the number of votes. Also, a member of a general partnership, regardless of whether he is authorized to conduct the affairs of the company, has the right to familiarize himself with all documentation regarding the conduct of the affairs of the company.

5. The legislation does not provide for the minimum size of the authorized capital that must be created in a general partnership. However General requirements Art. 13 of the Law “On Business Societies” regarding the mandatory presence of an authorized capital for a business company also applies to a full society and therefore the authorized capital must be created in the amount specified in the constituent documents.

1. Limited society

The concept of a limited partnership.

Limited company is a business company in which one or more participants carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for its obligations with all their property, which, according to the law, can be recovered (full participants), and other participants are present in the activities of the company only with their own deposits (depositors).

Characteristics of a limited partnership.

1. In a limited partnership there are full participants and investors.

A limited company combines the characteristics of a full company and a limited liability company. Actually, part 3 of Art. 133 provides for the application of the corresponding norms on a general partnership in relation to a limited company. The similarity with a full society is indicated, in particular, by the presence of participants who carry out entrepreneurial activities on behalf of the company and are liable for its obligations with all their property (full participants), and with a limited liability company - the presence of persons (investors) who bear liability for the debts of the limited partnership only to the extent of their contributions. At the same time, according to Part 7 of Art. 80 of the Civil Code, only persons registered as business entities can be full participants in a limited partnership.

2.In accordance with Art. 135 the legal status of full participants in a limited partnership and their liability for the obligations of the company are established by the provisions
mi legislation on participants of a general society. Full participants, in particular, manage the activities of a limited partnership. In this case, the face may be full member only in one limited partnership. A full participant in a limited partnership cannot be a participant in the general partnership, as well as an investor in the same company.

Regarding depositors Art. 136 provides for a ban on participation in managing the activities of a limited partnership and does not allow objections on their part regarding the actions of full participants in managing the activities of the company. Investors of a limited partnership can act on behalf of the company only by proxy.

In accordance with Art. 137, the investor of a limited partnership is obliged to make a contribution to the authorized fund. In this case, the total amount of deposits of investors should not exceed 50% of the authorized capital of the limited company.

3. A limited company is created and operates on the basis of a constituent agreement, which is signed by all full participants (Article 134). The founding agreement of a limited partnership may contain the obligations of the participants to create the company, the procedure for their joint activities regarding its creation, the conditions for transferring the property of the participants to the company, as well as information about the size and composition of the authorized capital of the company, the size and procedure for changing the shares of any of the full participants in the authorized capital, the total the amount of deposits of investors. If, as a result of withdrawal, expulsion or retirement, there is only one full participant left in a limited partnership, the constituent agreement is reissued into a sole statement signed by the full participant. If a limited partnership is created by one full participant, then the constituent document is a sole application (memorandum), which contains all the information provided for in Art. 134 regarding the memorandum of association of a limited company.

1. Cooperative How business entity

Concept and classification of cooperatives.

Cooperative- is a legal entity formed by individuals and/or legal entities who have voluntarily united on the basis of membership to conduct common economic and other activities in order to satisfy their economic, social and other needs on the basis of self-government.

The main types of cooperatives are presented in the Law “On Cooperation”. According to Art. 6 of this Law, in accordance with the objectives and nature of their activities, cooperatives are divided into: production, service and consumer.

Production cooperative- a cooperative, which is created by uniting individuals for common production or other economic activities on the basis of their compulsory labor participation with the aim of making a profit. Production cooperatives can carry out production, processing, procurement and sales, supply, service and any other business activity not prohibited by law (Part 2 of Article 95 of the Criminal Code).

Service cooperative- a cooperative that is created by uniting individuals and/or legal entities to provide services primarily to members of the cooperative, as well as to other persons for the purpose of conducting their business activities. Service cooperatives provide services to other persons in volumes that do not exceed 20% of the total turnover of the cooperative.

Consumer cooperative (consumer society)- a cooperative that is created by uniting individuals and/or legal entities to organize trade services, procurement of agricultural products, raw materials, production and provision of other services in order to meet the needs of its members.

Characteristics of cooperatives.

1. The cooperative is a legal entity. Article 6 of the Law “On Cooperation” emphasizes that the cooperative has an independent balance sheet, current and other accounts in banking institutions, a seal with its name - attributes inherent in any legal entity.
2. A cooperative is created by individuals and/or legal entities. As follows from the above definitions of types of cooperatives, participation of individuals is possible in each of them. As for legal entities, the possibility of their participation in cooperatives is limited. Thus, they do not have the right to be members of a production cooperative, taking into account the mandatory labor participation of members provided for by the Law “On Cooperation”
   production cooperative in its activities (which, of course, is inherent only to individuals). However, associated members have the right to participate in production and other types of cooperatives - individuals or legal entities who recognize the charter of the cooperative, have made a share contribution and enjoy the right of an advisory vote in the cooperative (Article 14 of the Law “On Cooperation”). This does not contradict the provisions of Art. 163,
   which provides for the possibility of participation “in the activities of a production cooperative on the basis of membership also of other persons.”
3. The founders of the cooperative, in order to create it, voluntarily unite on the basis of membership. In accordance with Art. 10 of the Law “On Cooperation”, members of a cooperative can be individuals who have reached the age of 16 and have expressed a desire to take part in its activities; legal entities of Russia and foreign countries, which act through their representatives, have made an entrance fee and a share in the amounts provided for by the charter of the cooperative, comply with the requirements of the charter and enjoy the right to the main vote. The number of members of a cooperative cannot be less than 3 persons (Part 5 of Article 7 of the Law).

4. A cooperative is created to conduct joint economic and other activities in order to meet the economic, social and other needs of its members.

The purpose of creation - satisfying the interests of members of cooperatives - is the main feature that distinguishes cooperatives from other organizational and legal forms of legal entities. By creating a production cooperative, citizens realize their right to work and to carry out entrepreneurial activities, the results of which are making a profit; serving - satisfy their needs for services of a certain type; consumer - provide themselves with goods, results of work performed, services provided. The cooperative does not have the goal of saturating the market with goods, works, or services (although this is not excluded). It is created and operates for its members.

1. The cooperative operates on the basis of self-government. The term “self-government” in relation to a cooperative means the right and real ability its members independently resolve issues of the cooperative's activities, without going beyond the limits of Russian legislation and the cooperative's charter.
2. The cooperative operates on the basis of the charter, which is the main legal document regulating its activities. Despite the fact that the cooperative is being created
   several members, the need to sign a constituent agreement between them is not established by law.

1. Collective agricultural company

The concept of a collective agricultural enterprise.

Collective agricultural enterprise(KSP) is a voluntary association of citizens into an independent enterprise for the joint production of agricultural products and goods, which operates on the basis of entrepreneurship and self-government.

Characteristics of the PCB.

• KSP is a voluntary association of citizens. In other words, members of the PSC can only be individuals and cannot be legal entities.
• Citizens - members of the PCB unite “into an independent enterprise.” KSP is a legal entity, has current and deposit accounts in bank
  institutions and a seal with its name - an independent full-fledged business entity on the market.
• KSP is created for the joint production of agricultural products and goods. The joint work of its members is materialized in the form of a joint venture. Moreover, this
  The provision indirectly indicates the mandatory labor participation of members of the PSC in its activities.

The provision according to which the KSP carries out “joint production of agricultural products and goods” does not mean limiting its activities to production only. The PSC independently determines the directions of agricultural production, its structure and volume; independently manages the products produced and income; carries out any activity that does not contradict the legislation of Russia. KSP has the right to cooperate with industrial enterprises and institutions in processing agricultural products, manufacturing industrial and other goods, expanding the scope of socio-cultural, public services for the rural population, training and retraining of personnel; takes part in the privatization of processing, agroservice and other state-owned enterprises; exercises other powers granted to him by law.

4.KSP operates on the principles of entrepreneurship and self-government. This means that the PSC is a subject of entrepreneurial activity, is subject to state registration, and is subject to all other provisions of the legislation regarding entrepreneurial activity, “fundamentals” (principles - see Article 44 of the Criminal Code), etc.

Self-government in the PSC is ensured by exercising the right of the members of the enterprise to take part in resolving all issues of its activities, the election and accountability of executive bodies, and the binding nature of decisions made by the majority for all members of the enterprise.

The highest self-government body in the PSC is the general meeting of its members or the meeting of authorized representatives. During the period between meetings, the affairs of the enterprise are managed by the board. The powers of the general meeting (meeting of authorized representatives) and the board are determined by the charter of the enterprise.

5.KSP operates on the basis of the charter.

1. Farm farming

Farming concept.

Farming is a form of entrepreneurial activity of citizens with the creation of a legal entity who have expressed a desire to produce commercial agricultural products, engage in their processing and sale in order to make a profit on land plots provided to them according to the law for farming.

Characteristics of the farm.

1. Farming is a form of entrepreneurial activity of citizens. This means that only individuals can be founders of a farm, as well as its members.

In contrast to the legislation that regulates the activities of collective agricultural enterprises (CAE), the Law “On farming» clearly distinguishes between the founders and members of the enterprise. So, according to the content of Art. 5 of the Law, the founder of a farm can be any capable citizen of Russia who has reached the age of 18, has expressed a desire and passed a professional selection for the right to create a farm. Members of the farm can be spouses, their parents, children who have reached the age of 14, other family members, relatives who have united for the common management of the farm, recognize and comply with the provisions of the charter of the farm (Article 3 of the Law).

The latter significantly distinguishes farming from a similar legal structure of the cooperative enterprise. A farm can be created only by relatives or family members (Part 2 of Article 1 of the Law), while a cooperative enterprise can be created by any individuals regardless of whether they have blood (kinship) relationships.

• A farm is a legal entity with its inherent characteristics - the presence of property, independence of activity, accounting and reporting, the presence of a seal with its name and address, the need to open current and deposit accounts in banks
  institutions, the right to manage their own funds, etc.
• A farm is created by citizens who have expressed a desire to produce marketable agricultural products, engage in their processing and sale. Unlike the CSP, the legislation that regulates the activities of farmers does not contain traditional provisions regarding their right to carry out “any activity not prohibited by law.” All provisions of the Law “On Farming”
  aimed at highlighting his specialization - work in the field of agriculture.
• The goal of a farm is to make a profit, which emphasizes the entrepreneurial nature of its activities.
• To carry out economic activities, citizens who are founders of a farm are provided with land plots. Only after receiving a state act on the ownership of a land plot or concluding a lease agreement for a land plot and its state registration, the founders of a farm can submit documents for state registration (Article 8 of the Law)
• In accordance with Art. 1 of the Law “On Farming”, such a farm operates on the basis of a charter.

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 who carry out entrepreneurial activities on its behalf and are liable for the obligations of the partnership with all their property (full partners), 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 the business name of a limited partnership contains the name of the investor, he becomes a general 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 transformed into 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, can 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. The share of preferred shares in the authorized capital of a 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 count 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. The minimum amount of authorized capital is determined by the Law on Joint Stock Companies and is for open joint-stock companies no less than 1000 times, for closed joint-stock companies no less than 100 times the amount of the minimum wage established by 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, a JSC must adhere to the rule that the value of net assets cannot be less than the size 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 business 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 legal form 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 people. 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 whole line 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 director); 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 activities of the company are carried out by the 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. The average number of 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.

The constituent document of a 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 on the grounds established by law, 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.

Business societies can be created in the following forms.

1. Limited liability company (LLC). 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. The participants of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, up to the value of the contributions they made. The number of participants in an LLC should not exceed the limit established by Federal Law of December 8, 1998 No. 14-FZ “On Limited Liability Companies.” Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of the total period - liquidation in court, if the number of its participants does not decrease to the limit established by law.

2. Additional liability company (ALS). An additional 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 an ALC jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company. The corporate name of an ALC must contain the name of the company and the words “with additional liability.”

3. Joint stock company (JSC). A joint stock company is a company whose authorized capital is divided into a certain number of shares. The participants of the joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the JSC to the extent of the unpaid portion of the value of the shares they own. The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.

A joint stock company can be created in the form of an open joint-stock company (OJSC) or a closed joint-stock company (CJSC). A joint stock company whose participants can alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a 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. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of participants in a CJSC should not exceed the number established by Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies”, otherwise it is subject to transformation into an open joint-stock company within a year, and after this period - liquidation in court order, unless their number decreases to the limit established by law.

Contributions to the property of a business partnership or company can be money, securities, other things or property rights or other rights that have a monetary value. The monetary valuation of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to independent expert verification. Business partnerships, as well as limited and additional liability companies, do not have the right to issue shares. Business partnerships and companies of one type can be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code.

3. Production cooperative (artel). This is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property shares. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by Federal Law No. 41-FZ of May 8, 1996 “On Production Cooperatives” and the charter of the cooperative.

4. State and municipal unitary enterprises. In the modern domestic economy, state and municipal commercial organizations are created in the form of a unitary enterprise. In accordance with paragraph 1 of Art. 113 of the Civil Code, 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.

In the form of unitary enterprises, only state and municipal enterprises. The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management. The corporate name of a unitary enterprise must contain an indication of the owner of its property. A unitary enterprise is liable for its obligations with all its property. It is not liable for the obligations of the owner of its property.

A unitary enterprise based on the right of economic management is created by decision of the authorized government agency or local government authority. The size of the authorized capital of an enterprise based on the right of economic management cannot be less than the amount determined by Federal Law of November 14, 1992 No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter referred to as the Law on State and Municipal Unitary Enterprises) . If at the end of the financial year the value of the net assets of an enterprise based on the right of economic management turns out to be less than the size of the authorized capital, the body authorized to create such enterprises is obliged to reduce the authorized capital in the prescribed manner.

If the value of net assets becomes less than the amount determined by law, the enterprise may be liquidated by court decision.

In cases and in the manner prescribed by law, on the basis of state or municipal property a unitary enterprise can be created with the right of operational management (state-owned enterprise).

The corporate name of a unitary enterprise based on the right of operational management must contain an indication that such an enterprise is state-owned. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient. A state-owned enterprise may be reorganized or liquidated in accordance with the Law on State and Municipal Unitary Enterprises.

Thus, the civil legislation of the Russian Federation has given different types domestic business activity legal form. This means that the state protects the equality of participants in business activities, the inviolability of property, freedom of contract, civil rights. At the same time, domestic civil legislation is structured in accordance with the norms of international law. All this contributes to the development of civilized forms of entrepreneurship in Russia