All organizations can be divided into 2 categories: commercial and non-commercial. The main purpose of the creation and functioning of commercial organizations is to make a profit. For non-profit organizations - profit is not an important goal.

Types of commercial organizations according to civil law:

Limited liability companies;

Municipal and state unitary enterprises;

Features of each type:

Partnerships (full) are commercial organizations that are created on the basis of a special memorandum of association. Entrepreneurial activity in full partnerships is carried out on behalf of the partnership. All participants in the partnership bear property responsibility for the activities of this commercial organization. Losses and profits are distributed among each participant in proportion to his contribution.

Production cooperatives are commercial organizations operating on the basis of the personal desire of citizens, with the aim of conducting joint economic or production activities. Each member of the cooperative must personally participate in economic or production activities. The responsibility of each member is subsidiary. The governing body is a meeting of members of the cooperative.

A limited liability company is an organization in which the authorized capital is divided into shares between the founders in accordance with the profit between the participants of the LLC is distributed according to their shares. Participants are not liable for the debts and obligations of their organization. The supreme governing body of an LLC is the meeting of its members.

Unitary enterprises are commercial organizations that do not have the right to dispose of property that is assigned to them by the owner. A unitary enterprise cannot be divided among the participants. The state or municipal service is recognized as the owner of the property of such an enterprise. Management body - the head appointed by the owner of the enterprise.

Partnerships (limited partnerships) are commercial organizations in which participants are liable for the obligations and debts of the enterprise with their property. In a limited partnership, unlike a general partnership, there are several investors who are liable for the risk of loss.

An additional liability company is a company founded by one or more founders. The ALC is divided among the participants into shares, which are defined in the constituent documents. ODO bears 2 types of responsibility:

* the company itself in the amount of the established fund;

* each (according to contributions).

A joint-stock company is an organization in which the authorized capital is divided into an equal number of shares in value, which certify the rights of the participant in relation to the company. The meeting of shareholders is the main governing body. The number of votes each shareholder has is distributed in proportion to the number of shares acquired. Profit is also divided in proportion to the number of shares. Joint-stock companies, in which shares can be sold not only to shareholders, are called open. Joint-stock companies in which shares cannot be sold without the prior consent of the shareholders are called closed.

Registration of commercial organizations takes place in the registration authorities. At the same time, the features of registration and creation of organizations are necessarily taken into account.

Organization (enterprise, firm, concern) - an independent economic entity that produces products, performs work and provides services in order to meet social needs and make a profit. As a legal entity, it meets certain criteria established by the legislation of the Russian Federation: it is responsible for its obligations, can receive bank loans, conclude contracts for the supply of necessary materials and the sale of products.

The purpose of a commercial organization is to make a profit.

To achieve this goal, organizations must:

Produce competitive products, systematically update them in accordance with demand and available production capabilities;

Rational use of production resources, reduce costs and improve product quality;

Develop a strategy and tactics of the organization's behavior and adjust them in accordance with changing market conditions;

Provide conditions for the growth of qualifications and wages of personnel, create a favorable socio-psychological climate in the workforce;

Conduct a flexible pricing policy in the market and perform other functions.

The tasks of the organization are determined by the interests of the owner, the amount of capital, the situation within the organization, the external environment.

In the Civil Code of the Russian Federation, the classification of organizations as legal entities is based on three main criteria:

The right of founders in relation to legal entities or property;

Purposes of economic activity of legal entities;

Organizational and legal form of legal entities.

Depending on what rights the founders (participants) retain in relation to legal entities or their property, legal entities can be divided into three groups:

1) legal entities in respect of which their participants have binding rights. These include: business partnerships and companies, production and consumer cooperatives;

2) legal entities, on the property of which their founders have the right of ownership or other real right. These include state and municipal unitary enterprises, including subsidiaries, as well as institutions financed by the owner;

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

The above classification of legal entities is of great practical importance, especially in terms of distinguishing the first group of legal entities in respect of which their participants and founders have only obligations.

According to the organizational and legal form, legal entities that are commercial organizations, in accordance with the Civil Code of the Russian Federation, are classified as follows (Fig. 4.1):

Business partnerships;

General partnership, limited partnership (limited partnerships);

Business companies - limited liability companies, additional liability companies, joint-stock companies (open and closed types);

Unitary enterprises - based on the right of economic management, based on the right of operational management;

Production cooperatives (artels).

Rice. 4.1. Organizational and legal forms of a commercial organization

Business partnerships are an association of persons, they can be created in the form of general partnerships and limited partnerships.

A general partnership is an association of two or more persons to carry out entrepreneurial activities with the aim of making a profit, the participants of which personally participate in the affairs of the partnership and each is liable for the obligations of the partnership not only with the invested capital, but also with all his property. Losses and profits are distributed in proportion to the share of each of the participants in the common property of the partnership. The memorandum of association of a general partnership contains the following provisions: names of participants, company name, location, subject of activity, contribution of each participant, nature of profit distribution, terms of operation.

According to the law, it is prohibited for one of the participants to sell their share to a new person without the consent of other members of the general partnership.

The form of a full partnership is not widespread and is applicable only to small and medium-sized organizations.

A limited partnership is an association of two or more persons for carrying out entrepreneurial activities, in which the participants (general partners) are liable for the affairs of the partnership both with their contribution and with all their property, and others (limited partners, or contributor members) respond only with their contribution.

Limited partners, unlike general partners, do not take part in entrepreneurial activities and cannot influence the decision of general partners. A limited partnership operates on the basis of a memorandum of association.

Business companies are an association of capitals, which involves the accumulation of capitals, but not the activities of investors: the management and operational management of organizations is carried out by specially created bodies. Responsibility for obligations is borne by the organization itself, the participants are exempt from the risk arising from economic activity.

There are the following types of business companies: joint-stock companies, limited and additional liability companies.

A joint stock company (JSC) is formed by issuing and placing shares, the participants (shareholders) are liable, limited to the amount that was paid for the acquisition of shares. JSC is obliged to publish reports on its activities at the end of each financial year. This form of organization is currently the most common.

JSC is formed on the basis of the charter, which is developed and approved by the founders of the company. The charter determines the maximum amount for which shares can be issued (it is called the authorized capital), and their nominal value.

The authorized capital of a JSC is formed in two ways:

Through a public subscription for shares (open joint stock company - OJSC);

Through the distribution of shares among the founders (closed joint stock company - CJSC).

A share is a security that certifies participation in a JSC and allows you to receive a share of the company's profits. Shares can be of various types: registered and bearer; simple and privileged, etc.

JSC management bodies can have a two- and three-tier structure. The first consists of the board and the general meeting of shareholders, the second also includes the supervisory board. The General Meeting of Shareholders makes it possible to exercise the right of management of JSC members. The meeting is authorized to resolve such issues as determining the general line of development of the company, changing the charter, creating branches and subsidiaries, approving the results of activities, electing the board, etc.

The Management Board (Board of Directors) carries out day-to-day management of the company's activities, resolves all issues that are not within the competence of the general meeting. The Board is responsible for the most important management issues: transactions, accounting, organization management, financing and lending, etc.

The Supervisory Board is the body that controls the activities of the board. A member of the Supervisory Board cannot be a member of the Management Board at the same time. The OA's articles of association may provide for certain types of transactions that require the approval of the supervisory board.

A limited liability company (LLC) is a form of organization whose members make a certain share contribution to the authorized capital and bear limited liability within the limits of their contributions. The shares are distributed between the founders without a public subscription and must be registered. The size of the shares is determined by the constituent documents. A member of an LLC is issued a written certificate, which is not a security and cannot be sold to another person without the permission of the company.

LLC has the following characteristic features that distinguish it from other forms and types of business entities:

1) organizations in the form of LLCs are mostly small and medium-sized, more mobile and flexible in comparison with JSCs;

2) share certificates are not securities, respectively, do not circulate on the market;

3) the structure of the LLC is the simplest, business management, transactions are carried out by one or more managers;

4) the number of participants may be limited by law;

5) LLC is not required to publish its articles of association, balance sheet data, etc.

6) LLC operates on the basis of the memorandum of association and charter.

An additional liability company (ALC) is a kind of economic companies. The peculiarity of the ALC is that if the company's property is insufficient to meet the needs of creditors, the ALC participants can be held liable for the company's debts with their personal property in a solidary manner. However, the amount of this liability is limited: it does not concern all property, as in a full partnership, but only part of it - the same multiple for all of the amount of contributions made (three, five, etc.).

A production cooperative (artel) is an association of citizens for joint production or economic activities. Participation of legal entities is possible in a production cooperative. The number of members must not be less than five. Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on the production cooperative and the charter.

The property owned by the cooperative is divided into shares of its members in accordance with the charter. The cooperative is not entitled to issue shares. The profit of the cooperative is distributed among its members in accordance with labor participation. The supreme governing body is the general meeting of members of the cooperative.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property of a unitary enterprise is indivisible and cannot be distributed among deposits.

The charter of a unitary enterprise contains information about the subject and objectives of the activity, the size of the authorized capital, the procedure and sources for its formation. Only state and municipal enterprises can be created in the form of unitary enterprises.

The property belongs to a unitary enterprise on the basis of economic management or operational management.

An organization based on the right of operational management (federal state-owned enterprise) is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership.

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According to the purposes of activity, legal entities are divided into:

* commercial;

* non-commercial (Article 50 of the Civil Code).

Differences between them:

* The main goal of commercial organizations is to make a profit, while non-profit organizations can engage in entrepreneurial activities only insofar as it serves to achieve the goals for which they were created and correspond to them;

* the profits of commercial organizations are divided among their participants, and the profits of non-profit organizations are used to achieve the goals for which they were created;

* commercial organizations have general legal capacity, non-commercial - special;

* commercial organizations can only be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises; and non-commercial - in the forms provided for by the Civil Code of the Russian Federation and other laws.

There are two classes of legal entities, which are divided by type of activity. These are commercial and non-profit organizations. A commercial organization is engaged in commercial activities, a market participant. The main goal is to obtain and maximize profits. After receiving the profit is distributed among the participants of the organization. A non-profit organization is engaged in non-profit activities.

One of the main goals of such an organization is not related to making a profit, and if there is a profit, it is not distributed among the participants in the organization. Both types of organizations can have profits, but non-profit organizations use it for statutory purposes.

The ultimate goal of the enterprise is to maximize profits.

The main tasks of the operating enterprise:

Getting income by the owner of the enterprise;

Conquest of the market or part of it;

Ensuring the stable development of the enterprise;

Increasing the efficiency of entrepreneurial activity;

Increasing labor productivity;

Providing consumers with the company's products;

Improving the quality of products;

Providing the personnel of the enterprise with wages, normal working conditions and the possibility of professional growth;

Creation of jobs for the population;

Environmental protection: land, air and water basins;

Prevention of failures in the work of the enterprise (disruption of delivery, production of defective products, a sharp reduction in volumes and a decrease in the profitability of production), etc.

In a market economy, the independent and separate activities of an enterprise are based on the following principles of its organization: self-sufficiency, self-management and self-financing.

A self-sustaining enterprise is an enterprise that has organized production in such a way that all the costs incurred by it to bring the raw product to the commodity are paid off in the cost of this product on the market, i.e., production costs are lower than the price at which the finished product is sold.

Self-management assumes that the enterprise independently chooses the product of production, acquires raw materials, determines the structure and technology of production, i.e., solves all organizational issues related to the activities of the enterprise (what, how and in what volumes to produce, where, to whom, and at what price to sell its products), independently manages the profits left after paying taxes and other obligatory payments.

Self-financing implies that the income received by the enterprise should not be completely consumed. Part of them should be used in the form of cash to solve the financial issues of the enterprise. That is, it is assumed that the enterprise does not just carry out production, but reproduction, and not only simple reproduction, but expanded production, i.e. production in an expanded sense.

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 activity.

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 for 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.

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

Commercial legal entities by civil law include:

1) general partnerships;

2) limited partnerships (limited partnerships);

3) limited liability companies;

4) additional liability companies;

5) joint-stock companies;

6) production cooperatives;

7) state and municipal unitary enterprises.

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

In a limited partnership, general partners are liable for the obligations of the partnership with their property and participate in the entrepreneurial activities of the partnership. Along with general partners in a limited partnership there is one or more participants-contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of the partnership. You can be a general partner only in one general partnership or only in one limited partnership. The management of the activities of a limited partnership is carried out by general partners according to the rules of management in a general partnership.

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

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

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

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for the implementation of joint production or other economic activities based on the personal participation of its members and the association of property shares by its members. Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives. The property owned by the production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The cooperative is not entitled to issue shares. A member of the cooperative has one vote in decision-making by the supreme management body - the general meeting of members of the cooperative.

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

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

1) consumer cooperatives;

2) public and religious organizations (associations);

4) institutions;

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

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

Foundation - a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the Foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

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

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