Commercial organization - what is it in simple words. Signs of commercial organizations

A commercial organization is an organization whose main activity is aimed at making a profit, which is distributed among all participants.

Commercial structures are defined in a strict organizational and legal form.

general characteristics

Each participant, also referred to as the founder, has certain rights, he can:

• take part in the affairs of the organization;
• receive any information of interest to him about the activities of the enterprise;
• take part in the distribution of income;
• claim your share of the property in time.

Such organizations are characterized by the following functional features:

• the presence of own or rented property;
• pooling the capitals of participants in order to increase and grow financial profits;
• combining the knowledge and experience of the participants.

All types of commercial structures have these characteristics, with the exception of they differ significantly in their organizational base.

Their main activity is trade, namely the sale of goods and services. At the same time, they are often engaged in providing all the necessary material resources, and also carry out trade and intermediary activities. Commercial firms are not directly involved in the production of the goods themselves; entrepreneurial organizations are characterized by this function.

The main goal of a commercial organization is to make a profit.

To achieve this goal, legal entities are engaged in the production of products that meet demand, able to compete in the market for goods and services. For the same purpose, they provide their participants with favorable conditions for productive activities.

The tasks that such a legal entity sets itself. a person are determined by the amount of financial resources available and at their disposal, the interests of the owner and other factors.

Classification

According to the degree of responsibility and organizational and legal form, all commercial structures are divided into four main types, each of which, in turn, is further divided into several groups:

• Business partnerships (the authorized capital consists of the contributions of the founders, who are fully responsible for the property of the organization).
• Business companies (the authorized capital consists of contributions from the founders who do not bear full responsibility for the property).
• (association of participants on a voluntary basis).
• Unitary enterprises (created by the state, do not have the right to own property, the authorized capital is budgetary funds).

Business partnerships have a distinctive feature - all members are responsible and risk for all property that belongs to the organization.

There are two types:

• - assumes full responsibility of all members;
• – not all participants are fully responsible.

Any partnership is built on the basis of the trust of the participants, each of which risks not only their contributions. Without a trusting relationship, no such association can exist.

Participants in a business partnership bear responsibility and risk only in the amount of their personal contribution. Their types:

• limited liability company - LLC (the capital is divided into contributions of participants who do not take a personal part in the affairs);
• company with additional liability (capital consists of shares of participants who bear additional liability for the debts of the enterprise in the amount of their own contribution);
• joint-stock companies - joint-stock companies (capital consists of shares, shareholders are not responsible for property, but risk within their own shares).

Joint stock companies are currently the most popular form of existence of commercial organizations. They are open and closed:

• CJSC (JSC) distribute shares within their organization among the founders.
• OJSC (PJSC) distributes shares by means of public subscription.

For information on which organizational and legal forms are best suited for business, see the following video:

Financial resources

The creation of such organizations is carried out at the expense of funds authorized capital, which is formed from the contributions of the founders and participants.

The financial sources of commercial firms in the course of their activities are:

• Revenue from services, goods and works. Its increase is an indicator of the financial growth of the enterprise. Growth in revenue occurs as a result of an increase in the volume of products or services, as well as due to an increase in tariffs.
• Sale of property. For various reasons, an organization may sell its equipment.
• Cash savings, this includes reserve savings.
• Income not related to revenue, non-operating income, provision of funds for a certain period of time at interest. This may include interest on deposits, loans, credits, rental income, fines and penalties received as a result of joint activities with other companies.
• Income from participation in the financial market.
• Funds from the budget. For example, in the form of subsidies, investments, payment of government orders.
• Proceeds from parent companies.
• A small percentage of monetary sources are gratuitous receipts.

Most of the finance is formed by sales proceeds, and budget revenues have a relatively small percentage.

Constituent documents

Any legal entity performs its functions on the basis of constituent documents. Each type of commercial organization has its own set of documents, it depends on the legal form.

The constituent documentation contains information about the name of the enterprise, its location and the procedure for managing activities. These three components characterize and identify a legal entity.

The main documents are considered and. A limited liability company and a unitary enterprise operate on the basis of the charter, but include other types of documentation:

• certificate of state registration;
• certificate of tax registration;
• memorandum of association (agreement of participants on the creation of this company);
• agreement on the rights of founders;
• list of founders;
• protocols, decisions, orders, etc.

Joint-stock companies perform their functions on the basis of the same documents, to which the register of shareholders is added instead of the list of founders.

Particular attention is paid to the method and conditions of storage of documentation, this is paid close attention during audits. And not surprisingly, its loss deprives a legal entity of its legal capacity. An official must be responsible for the safety of documents - usually this is the general director or special substructures - the department of documentation support, for example.

Documents are stored in sealed safes and metal cabinets and are issued strictly against receipt.

The terms of storage of documentation are established by regulatory legal acts, according to which each document has its own statute of limitations. The only exceptions are some papers that should be kept forever.

The law categorically prohibits the destruction of documents with an unexpired statute of limitations, as well as the storage of those whose expiration date has already expired. This entails administrative responsibility.

Differences from non-profit organizations

There are two types of legal entities in the Russian Federation. These are commercial and. If the result of the activity of the company is not to generate income, then it is called non-profit.

While there is some similarity, these forms differ significantly in goals and objectives and not only in them. The first and most important difference is in the goals. The purpose of commercial legal entities is to make a profit and improve the livelihoods of their founders. Nonprofits act in other interests. Their tasks are associated with a socially useful good and are aimed at solving socially significant problems.

In addition to this main difference, there are a number of others:

• Income distribution. If in a commercial firm the profit is distributed among the participants, and the other part goes to the development of their own enterprise, then in a non-commercial business the situation is somewhat different. In them, finances are used to achieve the goals prescribed in the charter.
• Produced product. The end product of commercial associations is an individual product that is in demand in the market. Non-profit firms are interested in producing a product for the public good.
• Employees. Non-profit companies assume the presence in the state of persons acting on a voluntary basis.
• Financial sources. Financial receipts in non-profit structures are divided into external (state funds) and internal (membership fees, income from deposits, and others).
• Control. The activities of commercial firms are governed by the behavior and demand of customers. Non-profit organizations do not operate on the basis of market relations, they are focused on a socially useful product. They are between market and non-market relations.
• Rights. Commercial organizations do not have strict restrictions on their rights, they can carry out any activity permitted by law aimed at making a profit. Whereas non-profit structures act in strict accordance with the statutory goals within their framework.
• Registration authority. Commercial firms are registered with the tax authorities, and non-profit firms with the Ministry of Justice.

The main criterion by which legal entities are classified in Russian legislation is established in Art. 50 of the Civil Code, which considers commercial and non-profit organizations.

Both groups are full-fledged participants in civil circulation. However, there are significant differences between them, which determine the special legal status of each.

The concept and main features of commercial organizations

The law does not contain the concept of a commercial organization, close to scientific, but its main features are formulated in Art. 48, 49 of the Civil Code, as well as in parts 1 and 2 of Art. 50 GK.

Signs of commercial organizations:

• The main objectives of the activities of such legal entities are to make a profit. This means that the charter of the organization must contain a corresponding provision. Officials may pay attention to its presence or absence during registration. His absence serves as a basis for denial of it.
• Commercial organizations, as a rule, have a general legal capacity. This means that such legal entities have legal grounds for engaging in any type of non-prohibited activity. The exception is municipal and state unitary enterprises. They can carry out activities within the framework of the purposes for which they were created. Legislation governing the position of market participants in various sectors of the economy may also impose restrictions. Examples can be found in the financial sector. Organizations performing the functions of banks or insurance companies may not engage in other activities.
• Mandatory state registration. Only after that the legal entity becomes a participant in civil circulation.

The concept of a commercial organization

The characteristic of commercial organizations according to the main features allows us to formulate the concept of this legal entity.

A commercial organization should be understood as a legal entity whose main goal is to make a profit, capable, as a rule, of carrying out any activity that is not prohibited by legal norms.

The concept and main features of non-profit organizations

The above articles of the Civil Code contain a description of commercial and non-profit organizations. This classification makes it possible to distinguish the latter by a number of features.

• The main distinguishing feature is the purpose of establishing non-profit organizations. Such a structure performs other functions than a commercial legal entity and they are not related to making a profit. Humanitarian, social, political and other aspirations can serve as goals.
• Nonprofit organizations have limited legal capacity. It is determined by the purpose of creation. At the same time, entrepreneurial functions that meet this requirement are also possible.
• Another sign is the inability to distribute profits among the founders. If there is one, it serves as an additional financial basis for achieving the goals for which such an organization was created.
• Special organizational and legal forms. As in the case of commercial legal entities, there is a closed list that defines the types of these organizations.
• To start activities, state registration is required. In some cases, it is much more complex and involves a greater number of necessary actions. An example is the registration of political parties carried out in the Ministry of Justice.

The concept of a non-profit organization

The provisions of the law that characterize these legal entities make it possible to derive the most complete concept.

Non-profit organizations should be understood as duly registered legal entities of certain organizational and legal forms, the goals of which are to achieve results in the public, humanitarian, political and other spheres that are not related to making a profit, capable of performing functions within the specified framework and not distributing the financial resources received between founders.

How to distinguish a for-profit organization from a non-profit?

Such a classification of legal entities can be carried out according to their main features.

The characteristics of for-profit and non-profit organizations paint a clear picture of how one differs from the other.

Differences can be found in the text of the founding document. Comparison of their initial sections will help to establish the goals of creating organizations. The difference will be in the presence or absence of profit making as the main one.

However, not every citizen has access to documents of organizations. In this case, types of organizational and legal forms will help. It is by their name that the organization can be classified as commercial or non-commercial.

Forms of commercial organizations

The list of types of commercial organizations is given in Part 2 of Art. 50 GK. These include:

• Economic companies. This is the most common form. Among them there are joint-stock companies, including public and non-public (PJSC and CJSC, respectively) and limited liability companies.
• production cooperatives. Their peak came in the perestroika years. However, today it is a rare type of commercial organization.
• Economic partnerships, which are even rarer than production cooperatives.
• Business partnerships.
• Municipal and state unitary enterprises.
• Peasant (farming) farms.

Forms of non-profit organizations

The legislation provides for a large number of forms of such legal entities (part 3 of article 50 of the Civil Code). Therefore, it is easier to act by elimination method.

Non-commercial organizations should include all legal entities that are not related to commercial ones. In practice, there are often such forms as political parties, foundations, public organizations, consumer cooperatives, homeowners associations, bar associations and formations.

All existing organizations are divided into two main groups: commercial and non-commercial. Each of the presented forms operates on the basis of the current legislation, while pursuing different goals. About what a commercial organization is, the formation of its finances and the main differences from a non-profit will be discussed in the article.

The essence of a business organization

A commercial organization (CO) is a legal entity whose main purpose is to make profit and distribute it among all participants.

In addition, the CO has features inherent in legal entities:

• the presence of separate property in ownership, economic management or operational management;
• the possibility of renting out the property;
• fulfillment of obligations on the basis of their property;
• acquisition, exercise on behalf of the property of various rights;
• appearing in court as a plaintiff or defendant.

Finance of a commercial organization

The finances of commercial organizations are the main link in the financial system. They cover most of the processes aimed at the production, distribution, use of GDP in monetary terms. There is another definition according to which the finances of enterprises are monetary or other relationships arising from the implementation of various types of entrepreneurship, as a result of the formation of personal capital, targeted funds, their use, and further redistribution.

From an economic point of view, the finances of KOs are subject to grouping between the following individuals and groups:

• founders when creating an enterprise;
• organizations and enterprises in the production, further sale of goods, works, services;
• divisions of the enterprise - when determining sources of financing;
• organization and employees;
• enterprise and parent organization;
• enterprise and CO;
• financial state system and enterprise;
• banking system and enterprise;
• investment institutions and enterprises.

At the same time, the finances of KOs have the same functions as state or municipal finances - control and distribution. Both functions are closely related.

The distribution function involves the formation of initial capital, its further distribution in such a way as to take into account the interests of all business units of the organization, producers of goods and the state.

The basis of the control function is keeping records of expenses associated with the release, sale of products, control over the formation and distribution of cash funds.

The basis of financial management of commercial organizations is a certain financial mechanism, represented by the following elements:

• financial planning is an indispensable condition for the existence of any enterprise. Planning is required not only when opening a CO, but also at the stage of the entire development. In the course of planning, the expected results and incomes are compared with investments, the capabilities of the enterprise are identified;
• financial control over organizations, the form of ownership of which is non-state, by state authorities is carried out in terms of fulfilling obligations to tax authorities, as well as when using funds from the state budget. This occurs when KOs receive monies in the form of state aid. Types of control - audit, on-farm;
• analysis of the implementation of forecasts and plans. It does not necessarily check the execution of plans. Such an analysis is more aimed at identifying possible causes of deviations of planned indicators from predicted values.

Modern activity classification

The Civil Code of the Russian Federation defines the following forms of KO:

• A business partnership is a CO in which the authorized capital is divided into shares between all its participants. Participants are liable for the obligations of the company with their own property;
• economic society - an organization where the authorized capital is divided into shares between the participants, but they are not liable for the obligations of the company with their property;
• production cooperative - an enterprise uniting on a voluntary basis citizens who take collective, personal, labor or other participation in activities, making share contributions;
• state or municipal unitary enterprise - an enterprise created by the state (municipal authorities). At the same time, the enterprise is not endowed with ownership rights to the property that is assigned to it.

According to Art. 50 of the Civil Code of the Russian Federation there is only a list of the above commercial organizations. Therefore, without preliminary amendments to this legal act, it will not be possible to put into circulation any other law on FGM.

What is the difference between a for-profit organization and a non-profit organization?

First, let's look briefly at the similarities between the two types of organizations.

There are not very many of them:

• both types of enterprises operate in a market environment, therefore, in the course of operation, they can act as sellers of goods, works or services, their buyers;
• each such enterprise must earn money resources, manage funds, invest them in different directions;
• The goal of every enterprise is to ensure that income fully covers current expenses. The minimum task is the ability to work without loss;
• Both organizations are required to keep accounting records.

Thus, it can be argued that the principle of operation of commercial and non-commercial organizations is identical. However, there are quite a few criteria by which they differ from each other.

difference	commercial organization	Non-profit organization
Field of activity	Created for profit	Created to achieve goals that have nothing to do with the material base
original target	Increase in own value, increase in income of all owners	Performance of the work indicated by the charter of the organization related to the provision of services without subsequent receipt of profit by persons who are members of the founders
Important line of business	Production, sale of goods, works, services	Charity
Profit distribution procedure	All profits received are subject to further distribution among the participants or are transferred for the development of the company	The concept of "profit" does not exist. Its founders operate with the definition of “target funds”, which are directed to the implementation of specific cases, while not subject to distribution among the participants
The target audience	Consumers of goods, works, services	Clients, members of the organization
Organization staff	The working personnel is accepted on the terms of civil law contracts (GPA)	In addition to employees working on the terms of the GPA, the staff includes volunteers, volunteers, and the founders themselves take part in the work
Sources of income	Own activities, equity participation in the profits of third-party companies	Funds, government, investors, business (external income), membership fees, rental of own premises, operations in the stock markets (internal income)
Organizational and legal form	LLC, JSC, PJSC, PC (production cooperative), MUP, various partnerships	Charitable or other foundation, institution, religious association, consumer cooperative, etc.
Legal capacity restrictions	Universal or general. Possess civil law, fulfill obligations, on the basis of which it is allowed to engage in any activity, if it does not contradict the current legislation	Limited legal capacity. They have only those rights that are reflected in the statutory documents
Authority registering an enterprise	Tax office	Ministry of Justice

These are the main differences between the two types of enterprises. Another nuance is bookkeeping. Non-profit organizations have much more complicated bookkeeping, so their creators have to use the services of highly qualified accountants.

LLC in accordance with the Civil Code of the Russian Federation and the Law on Limited Liability Companies (hereinafter referred to as the Law on Limited Liability Companies) Federal Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ (as amended on July 11, December 31, 1998, 21 March 2002) item 1. article 2. ch.1. a business company is recognized, the authorized capital of which is divided among the participants into shares of the sizes determined by the constituent documents. Its participants bear the so-called limited liability for the activities of the company, that is, they are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. The law allows a company participant to pay the due share in the authorized capital within a certain time, and not at a time.

In this case, participants who have made contributions to the charter capital of the company not in full shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of its participants. This type of corporation is an invention of German lawyers, made at the end of the 19th century and caused by the requirements of a practice that showed insufficient elasticity of joint-stock companies. Members of a society have in relation to it only obligations, but not real rights to property. A member of a company may claim its property only in cases of its liquidation, upon its withdrawal from it, and in other cases when it must make settlements with it, for example, if it does not receive consent from the other members of the company to alienate a share to another participant.

LLC is a commercial organization, making profit for it is the main goal of its activity. This means that it can carry out any type of entrepreneurial activity, unlike non-profit organizations that have the right to conduct entrepreneurial activity only in so far as it serves to achieve the goals for which they were created. Certain types of activities, the list of which is determined by federal laws, may be carried out by a company only on the basis of a special permit (license). The types of activities subject to licensing are determined by the Federal Law “On Licensing Certain Types of Activities”. Federal Law No. 128-FZ of August 8, 2001 “On Licensing Certain Types of Activities” (as amended on March 13, 21, December 9, 2002, January 10, February 27, March 11, 26, December 23, 2003, November 2, 2004) art. 17. If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to conduct such activity as exclusive, then the company during the validity period of the special permit (license) has the right to engage only in such types of activities that are provided for by the special permit (license), and related activities.

An LLC is considered to be established as a legal entity from the moment of its state registration. The legal capacity of the company is terminated with its liquidation and an entry about it in the unified state register of legal entities. Unless otherwise specified in the articles of association, the company operates without a time limit. The Company shall be liable for its obligations with all its property and shall not be liable for the obligations of its members. However, there may be exceptions to this rule in certain cases.

The LLC must have a full name in Russian and a postal address at which communication is carried out with it. The location of the company, as a general rule, is determined by the place of its state registration. However, in the constituent documents it may be established that it is the place of permanent location of its management bodies or the main place of its activity. The legislator obliges the company in the full and abbreviated corporate name of the company to use the words "limited liability company" or the abbreviation LLC, respectively, and allows the use of the name of the company in any language.

The Company has a number of features that allow it to establish its place among other business partnerships and companies.

Firstly, LLC, like all business partnerships and companies, is a legal entity. The features contained in the legal definition of a legal entity (Article 48 of the Civil Code of the Russian Federation) - organizational unity, the existence of real rights to property, self-responsibility, acting in circulation, on one's own behalf, procedural legal personality, require different specification for different forms of a legal entity. The only point common to all legal entities is the possibility of acting outside on their own behalf.

Secondly, the lack of liability of the Company's members for the obligations of the LLC. The very name "limited liability company" is not entirely accurate. The Society bears full responsibility for its obligations with all its property, and the participants do not bear any responsibility for the obligations of the Society, except as otherwise provided by law.

In accordance with the Law on Companies, an LLC may create branches and open representative offices by decision of the general meeting of LLC participants, adopted by a majority of at least two-thirds of the total number of votes of the LLC participants, if the need for a larger number of votes for such a decision is not provided for by the charter of the company. The creation of LLC branches and the opening of their representative offices on the territory of the Russian Federation are carried out in compliance with the requirements of the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties Russian Federation.

An LLC may have subsidiaries and dependent business companies with the rights of a legal entity established in the territory of the Russian Federation in accordance with the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state in whose territory the subsidiary or dependent business company is created , unless otherwise provided by international treaties of the Russian Federation.

• 1. Members of the Company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants (clause 1, article 87 of the Civil Code of the Russian Federation; clause 1, article 2 of the Law on Companies). The subjects of responsibility are all participants who have not fully made the contributions provided for by the constituent documents. The participants of the company are liable to the creditors of the Company, and not to the company. At the same time, the company itself has the right to require the participant to fulfill its obligation - to make a contribution on time, in the prescribed manner and in the form in which it is provided for in the memorandum of association.
• 2. In accordance with paragraph 3. Art. 56 of the Civil Code of the Russian Federation and paragraph 3 of Art. 3 of the Law on Companies, if the insolvency of a legal entity is caused by its participants or other persons who have the right to give instructions binding on this legal entity or otherwise have the opportunity to determine its actions, such persons, in the event of insufficient property of the legal entity, may be assigned a subsidiary responsibility for his obligations. The meaning of the norm is a certain compensation to creditors in the event that the obligations were accepted on behalf of the Company, but the participant or other persons had the opportunity to give mandatory instructions or determine the actions of the legal entity. The following conditions are required for the imposition of subsidiary liability:

The legal basis for the ability to determine the actions of the Company is participation in the capital, providing a majority of votes compared to other participants, or the existence of an agreement on the obligation of instructions and the use of this opportunity.

• 3. In accordance with paragraph 2 of Art. 105 of the Civil Code of the Russian Federation and paragraph 3 of Art. 6 of the Law on Companies, the main company, which has the right to give instructions to the subsidiary that are obligatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
• 4. In case of making non-monetary contributions to the authorized capital of the Company, the members of the Company and an independent appraiser within three years from the date of state registration of the Company or the relevant changes in the Charter of the Company, jointly and severally bear subsidiary liability for its obligations in the amount of overestimation of the value of non-monetary contributions (Clause 2, Article 15 of the Law on Companies).

Thirdly, a limited liability company is an organization that combines the property of participants. Therefore, naturally, one should turn to the question of the features of the authorized capital, that is, property. The presence of property ensures the property isolation of the company from its participants and independent responsibility. A company, already at its inception, must have a certain authorized capital, the amount of which is indicated in the constituent documents. Martemyanov V.S. Economic law. T. 1 - M., 2002. - S. 175.

The company, like other business partnerships and companies, has separate property transferred by participants and received in the course of activity, and accounted for on an independent balance sheet (clause 2, article 2 of the Law on Companies). The independent balance reflects all property rights and obligations, receipts and costs. The independent balance includes the property of branches, representative offices and separate subdivisions.

Fourthly, the authorized capital of the company is divided into a certain number of parts (shares). Shares may be equal or unequal. By payment or obligation to pay these shares in a certain amount, the right to membership in the society is acquired. The authorized capital itself consists of a set of contributions of participants.

The participant who has made a contribution loses any real rights to the contributed property, acquiring the right to claim against the company. The size of the participant's share determines the amount (volume) of the participant's obligations under the law of obligations against the company. But in addition to rights, the share also determines the size of the participant's obligations to society. Thus, the share of participation is a set of rights and obligations in a certain amount of each participant in relations with the company, that is, in a broad sense, a share is a complex of legal rights and obligations; in the narrow sense - the share of participation of the participant in the property of the company Rozenberg V.V. Limited Liability Partnership. - SPb., 1999. - S. 27. capital. The share of participation in the form of a set of rights is a kind of counter representation, the equivalent presented in an obligation in exchange for the contribution of the participant.

Fifthly, the existence of obligations between the participants of the society. Internal relations in society consist of the relations of participants among themselves and participants with society. The fact of the existence of a memorandum of association signed by the participants implies the existence of the rights and obligations of the participants in relation to each other for the entire period of the functioning of the company.

A limited liability company, although it is based on the pooling of capital (like any business company) and does not provide for the mandatory participation of the persons creating it in the production, economic, commercial activities of the company, at the same time implies the establishment of closer corporate and economic ties between its participants and the company than, say, in a joint-stock company, which is manifested in: a special procedure for joining a limited liability company; the restriction allowed by the Law on the admission of new persons to its composition; the possibility of redemption by the company of the share owned by the participant; the right of a participant to withdraw from the company with the payment of the actual value of his share and a number of other features characteristic of these structures. At the same time, limited liability companies are quite close to closed joint-stock companies. These relations arise on the basis of a civil law contract, which is a memorandum of association, bind certain persons and have as their content the obligation to take active actions, i.e. these are typical legal obligations.

Sixth, the internal structure of society implies the need for governing bodies, the actions of which are the actions of society itself. The totality of all participants forms only the highest body of society, limited in its actions by the conditions contained in the constituent documents. Volobuev Yu.A. Limited Liability Company. - M.: "Filin", 2004. - S. 19.

An LLC, like a JSC, is a form of a commercial organization, where the status of a participant does not mean that it is mandatory and necessary to participate in the management of the company. Persons who are not members of the company can act as the executive body of the company, and the functions of the sole executive body can be transferred to the manager of a commercial organization or an individual entrepreneur (Article 42 of the Law on Companies).

Seventh, a society may be established by one or more persons. However, the number of its founders cannot exceed more than fifty - the maximum number of participants established by paragraph 3 of Art. 7 of the Companies Act. In addition, a company cannot have as its sole founder (participant) another economic company consisting of one person (clause 2, article 88 of the Civil Code, clause 2, article 7 of the Law on Companies).

In paragraph 2 of Art. 2. The Law on Companies establishes the main provisions necessary for a company to acquire the status of a legal entity:

a) a limited liability company owns separate property, which is accounted for on an independent balance sheet. The source of its formation is, as already noted, the funds contributed by the founders (participants) of the company as a contribution to the authorized capital, as well as property acquired on other grounds provided for by law - as a result of production, economic, commercial activities, etc. (Article 218-219 of the Civil Code).

As contributions to the property of a business company in accordance with Art. 27 of the Law on Companies, monetary funds and other material assets, as well as property or other rights having a monetary value, may be contributed. At the same time, the company may own the objects of intellectual property created by it in the course of its activity - the right to industrial designs, certain technologies, a trademark, etc.

b) the company may, in its own name, acquire and exercise property and personal non-property rights and bear obligations. This is manifested in the exercise of the owner's powers to own, use and dispose of property to meet their own needs, conduct production and economic activities, for charitable and other purposes. The company can make transactions for the alienation of its own property and the acquisition of a new one (contracts of sale, exchange, donation); transfer of their property for rent or temporary use (under a loan agreement); transfer it as a pledge, make it as a contribution to the authorized capital of other business companies, etc.

These rights are freely exercised by the company, except in cases where there are legal restrictions. Yes, Art. 575 of the Civil Code does not allow commercial organizations to donate property to each other. Art. 690 of the Civil Code prohibits commercial organizations from transferring property for gratuitous use to a person who is a founder, a member of this organization, as well as its director, a member of a collegial management or control body.

The company bears obligations related to the exercise of the rights of the owner - care for the maintenance of property belonging to it (Articles 209, 210 of the Civil Code).

• c) another sign of a legal entity is the right to be a plaintiff and a defendant in court. The right to judicial protection is provided for in Art. 11 GK. The Company is independently liable for its obligations, except for the cases established by law.
• d) the society has organizational unity, which is manifested primarily in a certain hierarchy, subordination of the governing bodies that make up its structure, and in a clear regulation of relations between its participants. Thus, a multitude of persons united in a society acts in civil circulation as one person.

Being a commercial organization, the company, in accordance with Art. 49 of the Civil Code and paragraph 2 of article 2 of the Law on Companies has general legal capacity, that is, it can have civil rights and bear civil obligations necessary to carry out any types of activities not prohibited by law. In Article 2 of the Law on Companies, along with this, it is noted that the activities of the company should not contradict the subject and goals specifically limited in the charter of the company. Such restrictions can be established in the charter by decision of either the founders (when creating a company) or the general meeting of participants (by introducing amendments and additions to the Charter), based on the goals for which the company is being created. Transactions made by a company in contradiction to the goals of activity, specifically limited in its constituent documents, are grounds for declaring them invalid by the court at the suit of this company, its founder (participant) or the state body supervising the activities of this legal entity, if it is proved that another the party to the transaction knew or obviously should have known about its illegality (Article 173 of the Civil Code).

According to regulatory documents, a legal entity is an organization that owns a number of assets that are used to pay off various obligations. Constant changes in the market economy have led to the emergence of a large number of different companies that have a number of specific differences from each other. It is these differences that are used by experts to classify legal entities into separate groups. In this article, we propose to consider various types of commercial organizations and discuss their key features.

A commercial organization is a legal entity that, after registering a company, pursues making profit as the main goal of its activities.

"Commercial organization" - the essence of the concept

Legal entities engaged in economic activities for the purpose of generating revenue are classified as commercial entities. According to the established procedure, this classification includes various companies, municipal and state-owned companies, production cooperatives and partnerships. It should also be noted that the regulatory authorities allow the creation of commercial entities to merge with other organizations. Such a merger is referred to as unions and associations of legal entities.

Each business entity owns different assets. These assets include both property and financial resources. It should be noted that property values ​​can be both owned by the company and used on a leasehold basis. The assets of the legal entity are used to meet existing financial and debt obligations. According to the established rules, such companies have the right to use only those assets that are owned by the organization to cover debt obligations. Members of the management of such a structure have the legal right to engage in the development of their company in order to increase profits.

All profits generated are distributed according to the investment level of each member.

Commercial organization - what is it? Before proceeding to the study of this issue, you should familiarize yourself with the meaning of this structure. As mentioned above, the category of commerce includes persons who receive regular profit from their activities. Based on this, it can be assumed that the main goal of such companies is the organization of economic activity in order to extract financial resources. The funds received are distributed among the participants of a particular structure, according to the level of their investments. It should be mentioned that in the current laws there is a clear description of the organizational and legal form of such structures.

The fiftieth article of the Civil Code of the Russian Federation contains a number of criteria that determine the organizational and legal forms of entities belonging to the category of commerce. This means that in order to introduce new varieties of commercial structures, the regulatory authorities need to make adjustments to the above legislative act.

The main classification of commercial organizations - by types of organizational and legal forms

Accepted activity classification

All business entities can be divided into two conditional groups. The first group includes corporations managed by founders and members of the managerial level, who have corporate rights. It is important to note that this group includes several subgroups. These sub-groups include farms, partnerships and production societies.

The second group includes all municipal and state companies. A distinctive feature of these business entities is the lack of ownership of the assets received from the owner of the business. This means that the management team does not have corporate rights to manage the company.

As a rule, such organizations are created under close state control.

What is the difference between non-profit and commercial structures

Non-profit organizations have a number of specific differences from commercial entities. The main difference is the main goal of the company. So, commercial structures conduct economic activities in order to obtain a regular income. In addition, the direction of the subject's activity should be taken into account. As practice shows, commercial structures work for the benefit of only the founders. Non-profit companies strive to provide comfortable conditions for all participants in the structure, which is the basis for achieving the maximum level of social benefits.

In commercial organizations, all profits received by the enterprise are distributed among the members of its management. The remaining funds are directed to the further development of the company, the development of new markets and other goals that will increase the amount of revenue. In non-profit structures, profit is most often completely absent. Speaking about the differences between commercial and non-profit organizations, one should pay special attention to the type of their activities. The first type of companies is engaged in the manufacture of commercial products and the provision of services, and the second type is engaged in the provision of social benefits to various segments of the population.

According to experts, the structures under consideration have differences in the form of employees. In the case of commercial entities, each employee of the organization receives payment for the fulfillment of his labor obligations. Non-profit organizations, in addition to the work of their staff, involve volunteers and volunteers in the performance of various works. The last difference between these structures is the company registration procedure itself. To register a commercial company, the owner of the company or a person representing the interests of the founding council must apply to the tax authority. A non-profit structure is registered by the justice authorities.

A non-profit organization does not aim to make a profit and does not distribute the profits received among the participants

Types of commercial organizations

The current regulatory legal acts set out the criteria for determining all forms of commercial organizations. Let's get acquainted with the description of each type of commercial entities.

General partnerships

General partnership - a feature of this form is the presence of share capital, which is based on the investment of members of the founders' council. All income received is divided proportionally, according to the amount of invested capital. It should be noted that all members of the partnership are jointly responsible for financial obligations. The partnership's property can be used to repay credit debts. According to experts, today this form of commerce is registered quite rarely.

Production cooperatives

This form of commercial structures is often referred to as artels. Such companies are created with the help of the association of citizens to organize a joint business. Each member of a cooperative engaged in the production of marketable products can make a personal contribution to the development of the organization, through labor participation or financial contributions. It should be noted that in this case a commercial structure can be organized by both ordinary citizens and legal entities.

In addition to production cooperatives, there are such types of organizations as:

1. consumer cooperative.
2. Insurance and credit cooperation.
3. Construction and economic cooperatives.

When such a company is formed, a “Charter” is created, which prescribes the level of responsibility of all its participants. According to the established rules, in order to create a cooperative, it is necessary to assemble a founding council of more than five people.

LLC (limited liability companies)

Such organizations can have either one owner or belong to the founding council. As a rule, the board of founders consists of legal entities and individuals. The statutory fund of such an organization consists of capital shares contributed by members of the company. It is important to note that all members of the company are not responsible for the financial and other obligations of the company. This means that only the property and assets of the company itself are used to repay loans and debt obligations. G The main distinguishing feature of such organizations is the presence of mandatory rights for each founder. According to statistics, this organizational and legal form is used by most companies operating in Russia.

Commercial organizations have all the features inherent in a legal entity

Quite often you can hear the question: is LLC a commercial or non-profit organization? According to the definition of the current legal documents, this form of ownership refers to commercial structures, since the main purpose of an LLC is to make a profit. Based on this fact, we can conclude that companies belonging to this category have the right to engage in any type of business. It should be noted that in order to work in certain areas, organizations need to obtain licenses and other permits.

JSC (joint stock companies)

The considered organizational and legal form is most often used by entities belonging to the category of medium and large businesses. The entire authorized capital of such companies is divided into shares. The main distinguishing feature of such organizations is the limited liability of securities holders. To date, the following classification of joint-stock companies is used:

• closed societies;
• public organizations.

Each of these structures includes several subgroups. So, business partnerships are one of the varieties of public joint-stock companies (joint stock company).

State and municipal unitary enterprises

The structure under consideration has a number of interesting features. The main difference of this structure is the lack of ownership of the company's property values. According to the established rules, municipal unitary enterprises have property values ​​that are not subject to division between owners. This means that all assets and funds of the firm cannot be divided into shares or contributions. It should be emphasized that all property assets belong to the company on the rights of economic management. According to experts, the owners of such firms are liable for financial obligations solely with the company's assets.

Team partnerships

This structure is based on a savings fund created by two categories of persons: general partners and limited partners. The first group of persons carries out the economic activity itself on behalf of the entire company. It should be noted that these persons are liable for financial obligations, not only with the property assets of the company, but also with personal values. Persons acting as a contributor are liable only for the investments made. According to experts, this form of organizations is registered quite rarely.

According to the rules established by the current legislation, only private entrepreneurs and owners of organizations belong to the category of full participants. The status of contributors could be obtained by both organizations and ordinary citizens.

Commercial organization clearly defined legal form in the law

Companies with additional liability

This form of commercial activity was abolished in 2014. A distinctive feature of an ALC is the presence of one or more founders. The authorized capital of such companies is divided into several shares, the size of which is determined by the constituent documentation. All members of the founding council of such a company are financially responsible in the form of their own property values.

The main features of commercial organizations

The main feature of a commercial structure is the overall goal of economic activity, aimed at obtaining a stable income. The current legislation has a clear definition of all existing organizational and legal forms of such companies. All finances received by these structures are distributed among its owners.

It should be noted that all subjects of commerce have exactly the same characteristics as legal entities. This means that the owners of the company are responsible to the regulatory authorities, business partners and other persons for both their own property values ​​and the assets of the companies. Each establish a business entity has a number of rights and obligations. This indicates that these citizens can be called as defendants and plaintiffs in court proceedings.

Conclusions (+ video)

Experts in the field of entrepreneurship say that today, on the territory of Russia, there are more than a dozen different forms of commercial entities that differ in their internal structure. This fact shows that every person who wants to do business on behalf of a legal organization has the legal right to choose the most appropriate form of business, based on their preferences and goals.