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Commercial organizations and business associations as business entities. Commercial organizations as subjects of business law Commercial organizations as subjects of economic activity

COMMERCIAL ORGANIZATION AS A SUBJECT OF BUSINESS ACTIVITY

Dzhigkaeva Fatima Zaurbekovna, competitor Sogu, teacher.

Annotation. The article discusses various approaches to the concept and form of commercial organizations as subjects entrepreneurial activity in Russia.

Key words: entrepreneurial activity, legal entity, commercial organization, form of commercial organization.

COMMERCIAL ORGANIZATION AS AN ENTREPRENEUR

Dzigkaeva Fatima Zaurbekovna, candidate degree seeker of the North-Ossetian State University, senior lecturer of Civil and Entrepreneurial Law Department.

Abstract. In article various approaches to concept and the form a commercial organization as subjects of enterprise activity in Russia are considered.

Keywords: enterprise activity, the legal body, the commercial organization, the form of the commercial organization.

According to paragraph 1 of Art. 30 and paragraph 1 of Art. 34 of the Constitution of the Russian Federation, the right to association, as well as the right to freely use one’s abilities and property for entrepreneurial and other economic activities not prohibited by law, are constitutional and inviolable rights. The implementation of these rights occurs, in particular, through the creation of organizations (including organizations that pursue profit as the main goal of their activities). “The legal entity is used as a legal registration of the created organization in order to give it the necessary independence and ensure its participation in legal relations”1.

Civil law regulates relations between persons engaged in entrepreneurial activities and registered in this capacity in the manner prescribed by law, by virtue of Part 3, Clause 1, Art. 2 of the Civil Code of the Russian Federation. Entrepreneurial activity is carried out by a wide range of persons, including business partnerships and companies, production cooperatives, state and municipal unitary enterprises, holdings, branches, individual entrepreneurs and even Not commercial organizations(under certain conditions), it is extremely difficult to find a generalizing category for which, therefore, combining them according to the criterion of the general nature of the activity is quite successful - “persons engaged in entrepreneurial activity” is a specific group of not always subjects of law, but “persons”. The dichotomous nature of the division of persons (from the Latin "persona") into natural persons and persons called "legal" is generally recognized. such subjects of law that “do not fit the concept of a natural person, whose very personality

1 Yakushev V.S. Institute legal entity in theory, legislation and practice // Anthology of the Ural civil law. 1925 - 1989. M.: Statute, 2001. S. 391

created only in the name of law. However, in the context

Part 3, Clause 1, Art. 2 of the Civil Code of the Russian Federation, we believe it is possible to move away from the specified classification of persons as subjects of law. This rule requires two essential conditions to recognize a person as a business entity: 1) carrying out entrepreneurial activities and 2) registering him as an entrepreneur. Thus, we come to the conclusion that the circle of persons engaged in entrepreneurial activity may be wider than the circle of business entities.

Please note that the condition for recognizing the legal personality of such persons is not just state registration, but registration as an entrepreneur. It should be noted that, according to the current legislation of the Russian Federation, this feature is applicable only to a citizen who has the right to engage in entrepreneurial activities without forming a legal entity from the moment state registration as individual entrepreneur(Clause 1, Article 23 of the Civil Code of the Russian Federation). As for organizations, it is hardly possible to single out some special, provided for by the norms of the current legislation of the Russian Federation, registration of an organization as a person engaged in entrepreneurial activity.

It seems that the legislator, defining the circle of subjects of entrepreneurial activity, intended to establish by this norm, in particular, for organizations required condition they have the right to carry out this activity as a result of the registration of an organization established in the relevant legal form, as a legal entity. However this conclusion is only conceivable as a result of a systematic interpretation of a number of provisions Civil Code, but does not follow directly from the meaning of the norm of the law. At the same time, in addition to legal entities created and registered in accordance with the requirements of the law, reality also gives rise to other forms of organizations that do not fit into the organizational and legal forms established by law, but are fully related to “entrepreneurship activities”. Such organizations with a complex and sometimes unclear internal structure, with a powerful concentrated economic potential, carry out entrepreneurial activities without worrying about state registration, because the norms of the law make it possible to be satisfied with the registration of only individual, its essence, components. The organization itself creates its own essentially structural units(let's call them structural organizations) in established legal forms, and the state registers such structural organizations as legal entities - subjects of law. The norms of the law are not violated, however, the current situation certainly does not correspond to the goals that are set by the legislator in the regulation legal status business entities.

The concept of "persons engaged in entrepreneurial activity", not limited by the requirement of state registration, includes absolutely all social entities operating in the field of entrepreneurship, and primarily commercial organizations. Consider which of

2 Meyer D.I. Russian civil law. M.: Statute. S. 136

social formations can be attributed to commercial organizations and what is supposed to be thought of under the concept of "commercial organization".

The use of this term in the singular is not quite traditional for civil law and is not common in science and legal practice. The reason for this is the emphasis of the legislator on the scope of this concept to the detriment of the content. In paragraph 2 of Art. 50 of the Civil Code of the Russian Federation indicates a closed list of possible organizational and legal forms in which legal entities that are commercial organizations can be created. The Code does not provide options for expanding this list without changing the wording of the above norm and describes in sufficient detail each organizational and legal form. It is the forms in which legal entities that are commercial organizations can be created that are the subject of detailed legal regulation. Hence the traditional use of the term "commercial organization" in the plural. The meaning of this term in the legislation lies rather in reflecting the essential feature (namely, the commercial nature of the activity) of a group of organizations, rather than in characterizing this special kind organizations and systematic determination of its legal status.

The presence in the activities of the main target focus on making a profit underlies the division of organizations into commercial and non-commercial. We emphasize that the generic concept for commercial and non-commercial organizations is the concept of "organization"3, and not "legal entity". So, "legal entities can be organizations that pursue profit as the main goal of their activities (commercial organizations) or do not have profit as such a goal and do not distribute the profits among participants (non-profit organizations)". Indeed, according to scientific doctrine and legal conception, all legal entities are organizations4. At the same time, organizations, according to the criterion of recognition of their legal personality, are divided into organizations with the status of a legal entity and organizations without the status of a legal entity; and according to the criterion of the main target orientation of activity - to commercial organizations and non-commercial ones. Thus, the scope of the concept of "commercial organization" is not limited to the list of forms specified by the legislator, for the simple reason that this concept is not subordinate to the concept of "legal entity". In connection with the foregoing, it seems not entirely successful to reduce the concept of "commercial

3 An organization is a consciously coordinated social entity with defined boundaries that functions on a relatively continuous basis to achieve a common goal or goals. Milner B.Z. Organization theory. M.: Infra-M, 2000. S. 46

4 It should be noted the point of view of S.I. Arkhipov, who believes it is possible to apply the form of a legal entity in relation to the first person of the state, the subject Russian Federation, a municipality, and not only and not so much for civil law purposes, but for general legal, intersectoral ones, and also noting the absence in theoretical terms of obstacles to legislative recognition of an individual entrepreneur as a legal entity. S.I. Arkhipov comes to the conclusion that it is artificial for civil legislation to impose certain forms on persons interested in such legal isolation. See about this: Arkhipov S.I. Subject of law. Theoretical study. SPb.: Publishing house

R. Aslanova "Legal Center Press", 2004. P. 354

organization with the status of a legal entity”, which is at the intersection of the concepts of “legal entity” and “commercial organization”, to the truncated, but legal term “commercial organization”5, within which only registered organizations created in the prescribed legal forms are considered in law.

The category of a commercial organization is not exclusively legal, unlike, for example, a legal entity, and therefore any researcher is free to interpret the understanding of its essence. We propose to consider the concept of a commercial organization in a broad and in narrow sense. In the scope of the concept of a commercial organization in a broad sense, not limited to the framework established by the Civil Code, it is proposed to consider all organizations engaged in entrepreneurial activities, with the exception of non-profit organizations proper, which carry out entrepreneurial activities in the manner and under the conditions provided for by law and their constituent documents. In the scope of the concept of a commercial organization in the narrow sense, it is proposed to consider the traditional list of legal forms specified in paragraph 2 of Art. 50 of the Civil Code of the Russian Federation, namely business partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Today, consideration of the legal status of a commercial organization in a broad sense, not limited by the concept of "legal entity" and the provided organizational and legal forms, is of particular interest due to its legal diversity with the concentration of the essential characteristics of the organization as a person engaged in entrepreneurial activity. The content and scope of the concept of a commercial organization in the broad sense are not defined and are subject to thorough comprehensive research, in contrast to this concept in the narrow sense, which involves the study of only its scope, which, in turn, is determined by the boundaries of the concept of "legal entity" and the organizational and legal ones proposed by the legislator. forms.

The content of the concept of a commercial organization in the broad sense, in connection with the proposed expansion of its scope, according to the logical law of inverse relationship between the scope and content of the concept, should “poor” those essential features that are leveled by expanding its scope. However, the provision of paragraph 1 of Art. 50 of the Civil Code of the Russian Federation fully corresponds to the proposed scope of the concept in a broad sense: a commercial organization is an organization that pursues making profit as the main goal of its activities. It seems that it would be correct to define a commercial organization in the narrow sense as an organization created in the organizational and legal form established by law, providing for such an organization to derive profit as the main purpose of its activity, and registered in the manner prescribed by law as a legal entity.

5 One should agree with the position of I.P. Greshnikov, who notes that the formula “classification of legal entities” is an abbreviation of the formula “classification of organizations with the status of a legal entity”. See: Greshnikov I.P. Subjects of civil law. St. Petersburg: Legal Center Press, 2002. P. 168

The current situation, in which the scope of the concept does not coincide with its legal definition, seems unsatisfactory, because. introduces legal uncertainty into the terminology used. Moreover, according to the wording of paragraph 1 of Art. 50 of the Civil Code of the Russian Federation, the distinguished two types of organizations (commercial and non-commercial) “can be” legal entities, which is very similar to such a method of regulation as permission. It should be noted that the logic of the presentation of the above norm assumes that the legislator admits the existence of commercial organizations in law without the status of a legal entity. The problem of the possibility of recognizing legal personality (incomplete, truncated, limited, etc.) for such organizations is relevant to this day, because Legislation fragmentarily and not systematically regulates the peculiarities of the legal status of such organizations.

Multi-subject entrepreneurial formations (referred to in the legal literature as holdings, business associations, etc.), which are nothing more than organizations in the highest degree integrated and highly commercial, operating as single organization outside the legal forms corresponding to it, due to the banal reason for their absence in law, fall entirely within the scope of the concept of a commercial organization in a broad sense. As for the legal personality of such organizations, with certain reservations and conventions, we consider it possible to consider them as part of business entities, agreeing with such scientists as V.S. Belykh, V.V. Laptev, I.S. Shitka-na, who in their studies, to some extent, note the elements of the legal personality of the above entities6. Such an approach is reasonable and justified when business entities (including commercial organizations in the broad sense) are considered as a complex, intersectoral concept, not limited by civil law.

The civilistic approach to the problem of recognizing an organization as a legal personality, in comparison with less traditional approaches, is associated with the ratio of English British language, so flawless and classic, with a simplified and derived from it American. The former is becoming less and less in demand and more and more supplanted by the latter, as more dynamic and practical. With all due respect to the aesthetics of private law, we have to admit that law cannot be for the sake of law, and if in a certain part it does not cope with economic reality and stalls, using outdated forms, it is necessary to look at the problem from a different position, in this case - from positions of supporters of business law. And this view will reveal the following picture to us: organizations of a new type, shackled in the legal forms of legal entities, are legal werewolves, because. the law offers them no other fate in law. Time makes its own adjustments, and there comes a moment when the previously ideal legal constructions no longer reflect the essence of new phenomena, the former legal forms do not correspond to the new economic content.

6 Belykh V.S. Business entities: concept and types // Legal status of business entities. Collection scientific papers. Ekaterinburg: U-Factoriya, 2002. S. 29; Laptev V.V. Shareholder law. M., 1999. S. 127; Shitkina I.S. Holdings. Legal and managerial aspects. M .: LLC "Gorodets-izdat", 2003. P. 23

niyu. Time requires new forms, and it is pointless to resist this demand: when the law is silent, life itself gives birth to these forms, and they are certainly viable, but far from always civilized.

Summarizing the above, one should pay attention to the logical chain of legal regulation of the process of the emergence of a commercial organization as a subject of law, guided by the provisions of Art. 50 of the Civil Code of the Russian Federation:

an organization pursuing profit as the main goal of its activity is a commercial organization;

a commercial organization (as well as a non-commercial one) can be a legal entity;

legal entities may be created in the organizational and legal forms established by law, and commercial ones - in the forms established by the Civil Code.

Without going into the issues of the theory of a legal entity, we consider it correct and justified in establishing the moment of the emergence of a legal entity as a subject of law to proceed not from its creation, but from the emergence as a result of registration of an organization in its chosen organizational and legal form as a legal entity. A legal entity appears as a legal status of an organization as a result of a state act of recognizing it as a subject of law. As for organizations, unlike a legal entity, they are created, and the legitimate creation of organizations is possible only in established organizational and legal forms. The choice of the appropriate form as a model provided for and regulated by law belongs to the organization and underlies the registration of the organization as a legal entity.

Summarizing the above arguments and substantiating the understanding of commercial organizations as persons engaged in entrepreneurial activities, it should be proposed:

To consider as part of the persons engaged in entrepreneurial activity, a circle of persons unlimited today by legal forms, including commercial organizations in the broad sense.

Consider a legal entity as the legal status of an organization, namely the status of a subject of law that arises at the time of its registration in the organizational and legal form established by law.

Consider multi-subject entrepreneurial formations (or otherwise referred to as "holdings", "entrepreneurial associations", etc.) as part of the scope of the concept of "commercial organization" in a broad sense.

To provide in the law organizational and legal forms for such entrepreneurial formations and, guided by the criteria for separating them as a type, to establish distinctive and characteristics and properties of such formations.

With the current volume and content of legal regulation, it must be stated that the forms proposed by the legislator do not cope with the rapidly developing reality and do not reflect the actual features of the content of actually existing commercial organizations, while, on the contrary, they purposefully distort this content, offering the choice of such organizations other ones that do not correspond to the existing ones. the content of the form. In assessing the feasibility of legal

regulation should be based on the unconditional value of clarity, accuracy and clarity in determining the legal status of persons engaged in entrepreneurial activities. This approach is the key to the government-demanded transparency and integrity of business activities in the Russian Federation.

Bibliography:

1. Arkhipov S.I. Subject of law. Theoretical study. St. Petersburg: R. Aslanov Publishing House "Legal Center Press", 2004.

2. Belykh V.S. Business entities: concept and types // Legal status of business entities. Collection of scientific papers. Yekaterinburg: U-Factoria, 2002.

3. Greshnikov I.P. Subjects of civil law. St. Petersburg: Legal Center Press, 2002.

4. Laptev V.V. Shareholder law. M., 1999.

5. Meyer D.I. Russian civil law. M.: Statute. 2001

6. Milner B.Z. Organization theory. M.: Infra-M, 2000.

7. Shitkina I.S. Holdings. Legal and managerial aspects. M.: LLC "Gorodets-izdat", 2003.

8. Yakushev V.S. The Institute of a Legal Entity in Theory, Legislation and Practice // Anthology of the Ural Civil Law. 1925 - 1989. M.: Statute, 2001.

REVIEW

to the article by Jngkasvoy F.Z. "COMMERCIAL ORGANIZATION AS

SUBJECT OF BUSINESS ACTIVITY»

The article is written in a rather up-to-date language this moment a topic affecting the definition of the concept and forms of existence of entrepreneurial activity in the Russian Federation.

In the article, the author concludes that entrepreneurial activity is carried out by a wide range of persons, including business partnerships and companies, production cooperatives, state and municipal unitary enterprises, holdings. affiliates, individual entrepreneurs and even non-profit organizations (under certain conditions). In this regard, it should be noted that the legislator, defining the circle of subjects of entrepreneurial activity, had the goal of this norm to establish a mandatory condition for them to have the right to carry out this activity as a result of registration of an organization established in the appropriate legal form as a legal entity. At the same time, the concept of "persons engaged in entrepreneurial activities", not limited by the requirement of state registration, includes absolutely all social entities operating in the field of entrepreneurship, and primarily commercial organizations.

To date, consideration of the legal status of a commercial organization in a broad sense, not limited by the concept of "legal entity" and the provided organizational and legal forms, is of particular interest due to its legal diversity with a concentration of the essential characteristics of an organization as a person. carrying out business activities.

The author in the article emphasizes the need to expand the interpretation of a commercial organization, based on the provisions of Art. 50 of the Civil Code of the Russian Federation: a commercial organization is an organization that pursues profit as the main goal of its activities.

The author examines the issue of multi-subject organizations, which in their essence are also commercial, but at the same time are not included in the list established by the legislation of Russia. Based on the results of the study, the author develops proposals for improving the current legislation of the Russian Federation in this area. For the above reasons, the article deserves close attention to a wide audience and can be recommended for publication.

Reviewer: Ph.D.

Commercial organizations can be classified on the grounds, similar to how legal entities are classified. So, depending on the rights of the founders (participants) in relation to commercial organizations or their property, one can distinguish:

a) commercial organizations in respect of which their participants have mandatory rights: business partnerships, business companies, production cooperatives,
b) commercial organizations, on the property of which their founders (participants) have the right of ownership or other real right: state and municipal unitary enterprises.

Depending on the type of real right to property, commercial organizations differ:

a) commercial organizations that have the right to own property: business partnerships, business companies, production cooperatives:
b) commercial organizations that have the right of economic management of property: state and municipal unitary enterprises (except state-owned):
c) commercial organizations that have the right to operational management of property: state-owned enterprises.

In this regard, it should be emphasized that, under the current legislation, the possibility of creating and operating commercial organizations, as well as other legal entities, is excluded only on the basis of property received under an agreement (lease, loan, etc.), in the absence of contributions from the founders in the authorized (share) capital of a commercial organization.

An entrepreneur is a natural or legal person registered in the manner prescribed by law, respectively, as an individual entrepreneur or a commercial organization and carrying out entrepreneurial activities. The fact that a person carries out entrepreneurial activity is the basis for recognizing him as a special subject of civil law - an entrepreneur and determines the need for the legislator to present special requirements to him and his activities.

So, in the Civil Code there are special rules on the entrepreneurial activity of citizens (Article 23), on the insolvency (bankruptcy) of an individual entrepreneur (Article 25), on commercial organizations (Article 50). All this testifies to the need to clarify who is an entrepreneur under Russian law and what are the special rules that apply to him and his activities.

Recognizing a person as an entrepreneur is important legal fact and has certain legal implications.

Firstly, the transactions concluded by the entrepreneur are summarized as related to his entrepreneurial activity and are qualified as trading, i.e. obey special treatment legal regulation (relations between entrepreneurs or with their participation are specially distinguished in the structure of the subject of civil law, clause 1, article 2 of the Civil Code).

Recognition for a person of the status of an entrepreneur provides him with additional rights and imposes a number of duties on him. By granting additional rights to entrepreneurs, the legislator assigns certain prerogatives to entrepreneurs. For example, commercial organizations have the exclusive right to use a company name (clause 4, article 54 of the Civil Code) or another object of intellectual property (article 138 of the Civil Code).

In particular, the company name individualizes the entrepreneur and his activities in commercial circulation, which is important in competition. The exclusivity of the right to a company name lies in the fact that other entrepreneurs are not entitled to use it in business without the consent of the copyright holder.

laying on additional responsibilities, subordinating the activities of entrepreneurs to a stricter regime, aims to ensure the interests of others who interact with the entrepreneur. Such duties include: publication of information about the entrepreneur in a single state register legal entities, open for general acquaintance and giving an idea to other persons about the legal status of the entrepreneur (Article 51 of the Civil Code)

Keeping records of business activities, which serves to control its conduct, and in the event of disputes with other persons, facilitates the proof of the facts of business transactions (Article 88 of the Law on Joint Stock Companies), the provision by the entrepreneur in the prescribed manner of information about his activities, the provision financial reporting for the taxation of their activities, etc.

It should be noted that not every natural and legal person can be an entrepreneur. Prohibitions to engage in entrepreneurial activities primarily apply to civil servants, i.e. citizens of the Russian Federation who, in accordance with the procedure established by federal law, perform duties in a public position of the civil service for a monetary reward paid from the federal budget or the budget of the corresponding subject of the Russian Federation (clause 1, article 3 federal law"On the fundamentals of the civil service of the Russian Federation") and in accordance with Art. 11 of the Federal Law, a civil servant is not entitled to engage in entrepreneurial activities personally or through proxies.

A commercial organization is considered established and acquires the status of a legal entity from the date of its state registration (clause 2, article 51 of the Civil Code). From this moment, the legal capacity of a commercial organization arises, that is, to have civil rights and bear responsibilities.

According to the current Russian law, there are various organizational and legal forms of commercial organizations, depending on who owns the organization, the form of ownership is also determined. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

Commercial organizations are divided into three major categories: 1) organizations that unite individual citizens ( individuals); 2) organizations that pool capital 3) state unitary enterprises.

1) organizations uniting individual citizens (individuals) - economic partnerships and production cooperatives. The Civil Code clearly distinguishes partnerships - associations of persons requiring the direct participation of founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special management bodies. Business partnerships can exist in two forms: a general partnership and a limited partnership.

IN full partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and are fully liable for its obligations. Each participant may act on behalf of the partnership, unless otherwise established by the memorandum of association. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a full partnership, its participants are jointly and severally liable with their property.

partnership in faith, or a limited partnership (TV or CT), such a partnership is recognized in which, along with general partners, there are also contributors (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited liability within the limits of the amounts of their contributions. In essence, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint and several liability for the liability of the organization (they answer with all their property).

2) organizations that pool capital - Production cooperative(PrK) p .With. voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of its members (participants) of property shares. The peculiarities of the PrK are the priority of production d-ti and the personal labor participation of its members, the division of the property of the PrK into shares of its members.

Joint-Stock Company(JSC) is a company, the authorized capital of which consists of the nominal value of the shares of the company acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. JSCs are divided into open and closed (JSC and CJSC). Members of an OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

But there is a third, "hybrid" category - a society with limited liability and an additional liability company - which simultaneously refers to organizations that unite individuals and organizations that unite capital.

Limited Liability Company(LLC) is a company whose authorized capital is divided into shares of participants who are liable only within one hundred

Joint-Stock Company(JSC) is a company, the authorized capital of which consists of the nominal value of the shares of the company acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. Joint-stock companies are divided into open and closed (JSC and CJSC). Members of an OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

3) K state and municipal unitary enterprises(UP ) include enterprises that are not endowed with the right of ownership of the property assigned to them by the owner. This property is in state (federal or subjects of the federation) or municipal property and is indivisible. There are two types of unitary enterprises

based on the right of economic management(they have wider economic independence, in many respects they act as ordinary commodity producers, and the owner of the property, as a rule, is not liable for the obligations of such an enterprise)

based on the right of operational management(state-owned enterprises) - in many ways resemble enterprises in a planned economy, the state bears subsidiary responsibility for their obligations if their property is insufficient.

Introduction

The concept and features of a legal entity

Commercial organization - business entity

Types of commercial organizations and conditions for implementation economic activity

Conclusion

List of sources

Introduction

The Constitution of the Russian Federation contains a number of normative provisions, which together constitute the constitutional guarantees of entrepreneurship in modern Russia. The Constitution of the Russian Federation has the highest legal force in the hierarchy of legal acts: laws and other legal acts adopted in Russia must not contradict the Constitution of the Russian Federation. Therefore, the foundations of entrepreneurship legally guaranteed by the Constitution of the Russian Federation cannot be changed or violated by any legal act adopted at the federal, regional, municipal or local level.

On January 1, 1995, part one of the Civil Code of the Russian Federation dated November 30, 1994 was put into effect, which fixed legal status both individual entrepreneurs - individuals, and various kinds collective entrepreneurs - legal entities, defined the concept of entrepreneurial activity and the basic "rules of the game" for participants in civil turnover.

It is important to note that a well-functioning market economy system is characterized by free economic activity, implying the economic isolation of market entities, the existence of private property, free access to entrepreneurial activity, an unlimited number of business entities, free competition between them, etc. In other words, free enterprise is the basis of a market economy.

The purpose of this work is to consider the issues of legal regulation of the activities of commercial organizations engaged in economic activities, the definition of the concept and characteristics of a legal entity, commercial organization and organizational and legal forms of economic activity, as well as the conditions for its implementation.

1. The concept and features of a legal entity

According to Article 48 of the Civil Code of the Russian Federation, "a legal entity is an organization that owns, manages or manages separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be plaintiff and defendant in court. Legal entities must have an independent balance or estimate. " What are the essential features of a legal entity that allow us to speak of it as an independent subject of law?

Firstly, property isolation, i.e. the presence on the right of ownership, in economic management or operational management of certain property. The practical expression of such isolation is an independent balance sheet or estimate and a current account, however, legally, it is with the help of these property rights that property must be assigned to a legal entity.

Secondly, independent property liability for its obligations. The basis of this liability is separate property.

Thirdly, the ability of a legal entity to acquire and bear rights and obligations on its own behalf, i.e. act in civil circulation on their own behalf.

Fourthly, the so-called organizational unity, expressed in the fact that a legal entity is an organization that has an independent legal status, separated from the legal status of the participants (founders) that created or included in it. Such isolation of a legal entity is fixed in the constituent and other documents of the organization that determine the procedure for conducting its affairs.

Constituent documents determine the legal status of a legal entity. At the same time, the constituent documents are the documents on the basis of which this organization is established (created and registered) and operates.

Civil Code in paragraph 1 of Art. 52 indicates three types of constituent documents: the charter, the memorandum of association and the general provision on organizations of this type. Legal entities act either on the basis of one of these documents, or on the basis of two documents - the charter and memorandum of association.

The law establishes that general partnerships (Article 70 of the Civil Code) and limited partnerships (Article 83 of the Civil Code) operate on the basis of the constituent agreement; Limited and additional liability companies (Article 89, 95 of the Civil Code), associations of legal entities (Article 122 of the Civil Code) operate on the basis of the charter and constituent agreement; on the basis of the charter - joint-stock companies (Article 98 of the Civil Code); Limited and additional liability companies created by one person (Art. 89, 95 of the Civil Code), production and consumer cooperatives (Art. 108, 116 of the Civil Code), state and municipal unitary enterprises (Art. 113 of the Civil Code), funds (Art. 118 of the Civil Code ), public organizations(associations), non-profit partnerships, autonomous non-profit organizations, institutions (Article 14 of the Federal Law of January 12, 1996 N 7-FZ "On Non-Profit Organizations").

While creating joint-stock company in accordance with Art. 98 of the Civil Code, the founders enter into an agreement on the creation of a company, which is a type of agreement on joint activities(Article 1041 of the Civil Code).

Paragraph 2 of Art. 52 of the Civil Code contains requirements for the content of constituent documents. Such requirements are imperative for all legal entities, regardless of their organizational and legal form. In the constituent documents of the organization in without fail includes information about the name, location, management bodies of the legal entity. In a relationship certain types legal entities, this list can be specified by the Civil Code and special laws about these organizations (see, for example, paragraph 2 of article 70 of the Civil Code regarding general partnerships, paragraph 3 of article 98 of the Civil Code regarding joint-stock companies). The law does not prohibit the inclusion in the constituent documents of other provisions that are not provided for by the current legislation of Russia, provided that they do not contradict it.

The presence of organizational unity also implies the existence of a certain internal structure an organization that would meet the goals and objectives of a legal entity and be expressed in the presence of its management bodies.

The property isolation of a legal entity means that the property of the organization must be separated from the property of any other persons, including from its founders (participants).

Paragraph 1 of Art. 48 of the Civil Code indicates that the organization may have such property in ownership, economic management or operational management.

The majority of legal entities own property on the right of ownership (clause 1, article 48, article 216 of the Civil Code). The exception is state and municipal unitary enterprises (Articles 113, 114, 294 of the Civil Code), which have property under the right of economic management; as well as institutions (Art. 120, Art. 296, 298 of the Civil Code) and state-owned enterprises (Art. 115, 296, 297 of the Civil Code), which own property on the basis of the right of operational management.

According to par. 2 p. 1 art. 48 of the Civil Code, a legal entity must have an independent balance sheet (and an institution - also an estimate of its expenses, approved by the owner). The procedure for maintaining a balance sheet is established by the Federal Law of November 21, 1996 N 129-FZ "On Accounting". The property on the balance sheet of the organization characterizes its isolation from the property of the founders (participants).

Independent property liability of the organization lies in the fact that a legal entity is liable for its debts only with the property belonging to it. It follows from this that neither the founder (participant), nor the owner, nor third parties are liable for the obligations of the legal entity, except in cases provided for by the current legislation of the Russian Federation.

Participation in civil circulation on its own behalf means that a legal entity on its own behalf can acquire and exercise property and personal non-property rights and obligations, i.e. act in civil legal relations as an independent subject of law, including as a plaintiff and defendant in court.

To individualize a legal entity and separate it from the class of similar entities, each legal entity has its own name (Article 54 of the Civil Code).

The name of a legal entity is its name, under which it appears in civil circulation. The name of the organization is indicated in its constituent documents and must include an indication of its organizational and legal form (see, for example, paragraph 3 of article 69, paragraph 4 of article 82, paragraph 2 of article 96, paragraph 4 of article 118, paragraph 5 of article 121 of the Civil Code).

The name of a legal entity consists of two parts - the actual name (name) and an indication of the organizational and legal form of the legal entity. In legal literature, especially pre-revolutionary, the designation of the organizational and legal form of a legal entity was considered a corpus of the name, and the actual name (name) of the legal entity was considered an addition.

When registering a commercial organization as a legal entity, its name becomes a company name (clause 4, article 54 of the Civil Code). A trade name, along with a trademark and a service mark, is an object of intellectual property (Article 138 of the Civil Code).

In addition to the name and business reputation each legal entity must have its own location.

In accordance with paragraph 2 of Art. 54 of the Civil Code, the location of a legal entity is determined by the place of its state registration.

2. Commercial organization - economic entity

Before considering the issue of legal regulation of the status of commercial organizations, first of all, it is necessary to define the term "commercial organization" itself.

The Civil Code of the Russian Federation indicates that all legal entities can only be created in the organizational and legal form that is provided for by law and, depending on the main purpose of the activity (Article 50 of the Civil Code of the Russian Federation), legal entities are divided into commercial and non-commercial.

The main purpose of the activity of a commercial organization is to make a profit and the possibility of its distribution among the participants. A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the profits received among the participants (clause 1, article 2 of the Federal Law of January 12, 1996 N 7-FZ "On Non-Profit Organizations").

The classification of legal entities into commercial and non-commercial makes it possible to identify all types of legal entities, determine (allocate) the legal status of their specific groups and distinguish between organizations with different types of legal personality, provide for their organizational and legal forms and thereby exclude the possibility of creating organizations not enshrined in law. At the same time, it should be recognized that such a division of legal entities is a fundamental step that is of paramount importance in the systematization of all legal entities as participants in civil legal relations.

There is no concept in Russian civil law commercial activities organization, instead of it the Civil Code of the Russian Federation uses the term "entrepreneurial activity". In accordance with Article 2 of the Civil Code of the Russian Federation, entrepreneurial is understood as an independent activity carried out at one's own risk, aimed at systematic obtaining arrived. Thus, the extraction of profit as the main goal is the most important feature of commercial activity. In other words, if an organization is created with the aim of making a profit, then, without a doubt, it is recognized by civil law as commercial. A similar approach is followed by tax legislation.

Legal science has developed special meaning the concept of "organization", reflecting the specifics of legal structures and mechanisms. So, a legal entity is an organization that has a number of features specified in Article 48 of the Civil Code of the Russian Federation. This approach, which was formed in civil law long before the adoption of the current Civil Code, gives grounds to assert that, firstly, the concept of "organization" is broader than the concept of "legal entity", and secondly, an organization is understood as a collective entity with organizational unity. In other words, a legal entity and an organization are related as private and general. It follows from this that any legal entity is always an organization, but not every organization is a legal entity.

In the economic literature, contrary to the Civil Code of the Russian Federation, business entities are called enterprises. The term "enterprise" is used as a synonym for all commercial organizations. In the Civil Code of the Russian Federation, this term is used exclusively in the name of state and municipal unitary enterprises. Article 132 of the Civil Code of the Russian Federation defines an enterprise as a property complex recognized as real estate, which is an object of civil rights.

Both before and after the adoption of the new Civil Code of the Russian Federation, in regulations a new definition of business entities has appeared and is currently being used - "economic entity". So, in Art. 4 of the Law of the RSFSR "On Enterprises and Entrepreneurial Activity", the following definition was given: "An enterprise is an independent economic entity established in the manner prescribed by this Law to produce products, perform work and provide services in order to meet public needs and make a profit." After the adoption of the Civil Code of the Russian Federation, the term "economic entity" began to be used in other regulatory legal acts (Article 3 of the Federal Law of the Russian Federation "On Natural Monopolies", Article 1 of the Federal Law "On Measures to Protect economic interests Russian Federation in the implementation foreign trade goods"). An analysis of the content of these laws indicates that the term "economic entity" is used in them to refer to legal entities - business entities. An analysis of the content of these laws indicates that the term "economic entity" is used in them to refer to legal persons - business entities.

It is important to note that the majority of legal entities - business entities are the owners of the property assigned to them. We can agree with the authors who believe that this is not a mandatory feature for non-profit organizations. But for commercial organizations it is required. Thus, the term "economic entities" is applicable only to organizations - commercial legal entities and citizens-entrepreneurs, although the range of entities with the right to carry out entrepreneurial activities is wider, they also include non-profit organizations - legal entities.

3. Types of commercial organizations and conditions for the implementation of economic activities

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

) business partnership:

a) full partnership (Article 69 of the Civil Code);

b) limited partnership (limited partnership) (Article 82 of the Civil Code);

) economical society:

a) a limited liability company (Article 87 of the Civil Code, Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies");

b) a company with additional liability (Article 95 of the Civil Code);

c) a joint stock company (Article 96 of the Civil Code, Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies");

) production cooperative (clause 1, article 107 of the Civil Code, Federal Law of May 8, 1996 N 41-FZ "On production cooperatives");

) state (municipal) unitary enterprise (Article 113 of the Civil Code, Federal Law of November 14, 2002 N 161-FZ "On State and Municipal Unitary Enterprises").

So, in accordance with the law, a general partnership is recognized as an organization whose participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and are liable for the obligations of the general partnership with all their property.

Participants in a limited partnership (limited partnership), as well as participants in a general partnership, are liable for obligations with all their property. A limited partnership differs from a general partnership in that a limited partnership may include one or more investors who do not carry out entrepreneurial activities and bear the risk of losses associated with the activities of the partnership, within the limits of their contributions.

A limited liability company is a company whose founder is one or more persons, which has an authorized capital divided into shares. Members of a limited liability company are not liable for the obligations of the company created by them, but only bear the risk of losses within the limits of their contributions. Most often, persons wishing to create a legal entity for the purpose of carrying out commercial activities create limited liability companies. First of all, this choice is influenced by the fact that this organizational and legal form excludes the personal property liability of the participants in the company, i.e. the obligations of a limited liability company are the responsibility of the company itself, and not its members.

An additional liability company, like a limited liability company, has an authorized capital divided into shares in accordance with the constituent documents, but the participants in an additional liability company bear joint and several subsidiary liability for the obligations of such a company. The imposition of joint and several liability on the participants of a company with additional liability means that the participants of the company are liable for the obligations of their company jointly, in the same multiple size for all. The concept of "subsidiary liability" is disclosed in the Civil Code of the Russian Federation (Article 399) as additional to the liability of the main debtor. As part of the liability for the obligations of a company with additional liability, this means that in cases where claims for the performance of obligations are presented to one of the participants in the company (the main debtor), if the property of the main debtor is insufficient to pay off the claims made or the debtor refuses, these claims can be presented to other participants of the company with additional liability.

A joint stock company is a company whose authorized capital is divided into a certain number of shares. Persons who are members of a joint-stock company are not liable for the obligations of the joint-stock company, and they bear the risk of losses associated with the activities of the joint-stock company only to the extent of the value of their shares.

In open joint-stock companies, participants have the right to alienate, i.e. sell, donate, transfer in any other way their shares at their own discretion, as well as conduct open subscriptions for shares issued by the joint-stock company.

In a closed joint-stock company, unlike an open one, shares are distributed exclusively among its founders or other predetermined circle of persons. The sale of shares of a closed joint stock company to an unlimited circle of persons is prohibited and is not carried out, and when selling individual blocks of shares, the shareholders of a closed joint stock company have the right of first refusal. In other words, if among the shareholders of a closed joint stock company there are persons who agree to purchase a block of shares on the proposed terms, the seller of shares is not entitled to sell them to persons who are not shareholders of a closed joint stock company.

A subsidiary business company is an organization in the form of a business company or partnership, in respect of which another business company or partnership, referred to as the main one, has the ability to predetermine its decisions. Such a possibility may be provided for in the contract of the parent and dependent companies. If a business entity has more than 20% of voting shares or authorized capital another society, the second society is recognized as dependent.

The Civil Code of the Russian Federation includes commercial organizations with the following characteristics among production cooperatives:

production cooperatives are a voluntary association of citizens on the basis of membership, which can be expressed in personal labor and other participation in the activities of the cooperative or in the contribution in the form of property shares in the property of the cooperative;

A production cooperative is recognized only as a voluntary association of citizens, which aims at production or other economic activities, including activities for the provision of services.

State and municipal unitary enterprises are commercial organizations that do not have ownership of the property assigned to them. The property of unitary enterprises is owned by the state or municipality, respectively, which act through their bodies authorized in the field of property management (relevant property management committees, etc.).

Non-profit organizations may exist in the form of consumer cooperatives, foundations, public and religious organizations, associations, unions, institutions, etc. A common feature of all these organizations is that they are not entitled to set profit making as one of their main goals. Non-profit organizations have the right to carry out economic or other paid activities only if the income from this activity is directed to the needs of the organization, and this is expressly provided for by the charter of the non-profit organization.

an application for state registration signed by the applicant in the form approved by Decree of the Government of the Russian Federation of June 19, 2002 N 439 (as amended by February 6, N 68 and October 16, 2003 N 630). In this application, the head of the organization confirms the compliance of the documents submitted for registration with the requirements of the law, the accuracy of the information contained in them and compliance with the procedure for their establishment established for legal entities of this organizational and legal form;

a decision to establish a legal entity (which can be drawn up in the form of a protocol, agreement or other document that meets the requirements of the law);

constituent documents of a legal entity (originals or notarized copies);

document confirming the payment of the state fee;

if one of the founders is a foreign legal entity, it is also necessary to submit an extract from the register of foreign legal entities of the respective country of origin or other proof of its legal status as a foreign legal entity that is equal in legal force.

Thus, in the very process of creating a legal entity, at least two stages can be distinguished - preparatory and state registration. And the most important of them is the first stage. This is explained by the fact that in the documents submitted for registration, on the basis of which an entry will then be made in the Unified State Register of Legal Entities, the applicant confirms that he complies with the established procedure for creating a legal entity, the requirements for the form and content of constituent documents. And if the provisions of the law are violated, then not only administrative (Article 14.25 of the Code of Administrative Offenses of the Russian Federation), but also criminal (Article 171 of the Criminal Code of the Russian Federation) liability may arise.

For state registration of a newly created legal entity, it is necessary to submit the constituent documents that are the legal basis for the activities of the legal entity: the charter and the memorandum of association. Depending on the organizational and legal form of the legal entity being created, the founders submit either only the charter, or only the constituent agreement, or the charter and the constituent agreement during state registration. In exceptional cases, when it is expressly provided for by law, a non-profit organization may carry out its activities on the basis of general position about organizations of this type. As a rule, business partnerships carry out their activities on the basis of one constituent agreement, business companies - on the basis of a constituent agreement and charter, production cooperatives and non-profit organizations - on the basis of a charter.

The charter of a legal entity is the fundamental document of a legal entity containing information about the legal entity, provisions on the rights and obligations of participants and other fundamental information. The requirements imposed by the legislation on the charter of a legal entity depend on its organizational and legal form and are specified in separate regulatory legal acts. For example, the requirements for the charter of a limited liability company are contained in Art. 12 of the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies", the requirements for the charters of joint-stock companies - in Art. 11 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies".

The memorandum of association is a document in which the founders undertake to create a legal entity, determine the procedure for joint activities to create a legal entity, the procedure for transferring their property to a legal entity and participating in its activities, as well as the conditions and procedure for distributing profits, managing the activities of a legal entity and exiting participants from its composition.

State registration of a legal entity is carried out by the bodies of the Federal tax service RF at the location of the legal entity within 5 working days. In this case, the location is considered to be the location of permanently operating executive bodies legal entity specified in the application.

The law provides only two grounds on which registration of a newly created legal entity may be refused:

non-submission of the documents specified by the legislation, necessary for the state registration of a legal entity;

submission of documents to the wrong registration authority.

Refusal to register a newly created legal entity on other grounds is prohibited. The decision to refuse state registration is made within 5 days from the date of submission of documents. Denial of state registration, as well as evasion of it, can be appealed in court.

Article 17 of the Federal Law of August 8, 2001 N 128-FZ "On Licensing Certain Types of Activities" establishes a list of types of activities for which licenses are required. A license is a special permit issued by authorized government bodies for certain types of activities.

According to Art. 14.1. of the Code of Administrative Offenses of the Russian Federation No. 195-FZ of December 30, 2001, carrying out entrepreneurial activities without state registration as an individual entrepreneur or without state registration as a legal entity - shall entail the imposition of an administrative fine in the amount of from five to twenty times the minimum wage.

Carrying out entrepreneurial activities without a special permit (license), if such a permit (such a license) is mandatory (mandatory), - without one; on officials- from forty to fifty times the minimum wage with or without confiscation of manufactured products, production tools and raw materials; on legal entities - from four hundred to five hundred times the minimum wage with or without confiscation of manufactured products, tools of production and raw materials.

legal regulation commercial economic

Conclusion

In conclusion, it should be noted that at present, state regulation of entrepreneurial activity is expressed in the regulation of the production of products (works) and the provision of services by establishing certain rules(norms) by which economic entities should be guided, and in monitoring compliance with these rules.

At the same time, in state regulation business activity, a significant role is played by administrative and legal regimes: licensing, accreditation, registration, permits, quotas, etc. In order for the established rules (norms) to be implemented by business entities, state system created specially authorized bodies that not only participate in licensing procedures, but also support the relevant administrative and legal regimes by various means.

These authorized bodies, as a rule, also exercise state control over economic entities that have various permits to carry out certain types of activities, and have the right to hold accountable for violation of the established procedure (norms) or violations of licensing procedures.

Thus, entrepreneurial activity carried out by commercial organizations is not unlimited. On the one hand, the totality of the opportunities provided to the specified subject makes it possible to fully realize the entrepreneurial potential, and on the other hand, the state is forced to establish certain limits for its implementation in order to respect the rights and legitimate interests of other participants in public relations.

One of the main conditions for the implementation of entrepreneurial activity is its legitimacy, i.e. state confirmation of the legality of the entry of subjects into economic circulation.

List of sources

Constitution of the Russian Federation. - M.: "Velby", 2006. - 50 p.

Civil Code of the Russian Federation. - M.: Eksmo, 2006. - 544 p.

Code of the Russian Federation on Administrative Offenses of December 30, 2001 N 195-FZ // Collection of Legislation of the Russian Federation of January 7, 2002 N 1 (Part I) Art. 1.

Federal Law of November 14, 2002 N 161-FZ "On State and Municipal Unitary Enterprises" // Collection of Legislation of the Russian Federation of December 2, 2002 N 48 Art. 4746

Federal Law of August 8, 2001 N 129-FZ On State Registration of Legal Entities and Individual Entrepreneurs" // Russian newspaper dated August 10, 2001 N 153

Federal Law of August 8, 2001 N 128-FZ "On Licensing Certain Types of Activities" // Collection of Legislation of the Russian Federation of August 13, 2001 N 33 (Part I) Art. 3430

Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" //Collected Legislation of the Russian Federation of February 16, 1998, N 7, art. 785

Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" // Collection of Legislation of the Russian Federation of January 1, 1996 N 1 Art. 1

Federal Law of May 8, 1996 N 41-FZ "On Production Cooperatives" // Collection of Legislation of the Russian Federation of May 13, 1996 N 20 Art. 2321

Federal Law of November 21, 1996 N 129-FZ "On Accounting" // Collection of Legislation of the Russian Federation, 1996, N 48, Art. 5369

Federal Law of January 12, 1996 N 7-FZ "On non-profit organizations" // Collection of Legislation of the Russian Federation, 1996, N 3, art. 145

Petrykin A.A. Commercial organization as a subject of tax law // Legislation. - No. 2. - 2005.

Stepanov A.G. General issues of economic activity of a legal entity // Law and Economics. - No. 10. - 2004.

Gros L.A. On the question of the relationship between concepts: legal entities, commercial organizations, business entities, business entities // Economic justice on Far East Russia, N 3, September-December 2004

Zykova I.V. Legal regulation formation of commercial organizations // Lawyer. - No. 11. - 2004.

Greshnikov I.P. Subjects of civil law: legal entity in law and legislation. SPb., 2002.

Civil law of Russia. General part: Course of lectures (responsible editor - O.N. Sadikov). - M. Jurist, 2001.

The concept of a legal entity? Types of legal entity? Commercial organizations? Organizational and legal form of a legal entity? General partnership? Faith partnership? Peasant (farm) economy? Business partnership? Limited Liability Company? Additional Liability Company? Joint-Stock Company? Types of joint stock company? Production cooperative? Unitary enterprises? Business associations? Holding? Subsidiary

Legal entities as participants in entrepreneurial activity

A citizen has the right to carry out entrepreneurial activity not only in individually without forming a legal entity, but also by creating a legal entity.

Legal entities include organizations that have separate property in ownership, economic management or operational management and are liable for their obligations with this property, can acquire and exercise property and personal non-property rights on their own behalf, incur obligations, be a plaintiff and defendant in court. 48 GK).

Legal entities have property isolation. Property Complex the organization is separated (separated) from the property of other legal entities, citizens, including those who are participants (founders) of this organization; Russian Federation, its subjects, municipalities.

Different degrees of segregation of property are allowed. It can belong to the organization on the right of ownership, the right of economic management and the right of operational management. Most commercial organizations (with the exception of unitary enterprises) own, use and dispose of their property as an owner. Accounting for property owned by the organization is carried out by maintaining a balance sheet. The balance sheet is the main source of information about financial position legal entity. The property of an individual entrepreneur acting without forming a legal entity shall not be separated from his personal property.

As a subject of business relations, a legal entity participates in the turnover on its own behalf through its bodies. The system of management bodies of an organization depends on the organizational and legal form of a legal entity, is provided for by law and constituent documents. A person acting on behalf of a legal entity must act in its interests, in good faith and reasonably. It is obliged, at the request of the founders (participants) of the legal entity, to compensate for the losses caused by them to the legal entity, unless otherwise provided by law or contract (paragraph 3 of article 53 of the Civil Code).

When creating an organization, its founders have the right to choose the organizational and legal form that is best suited for conducting a certain type of entrepreneurial activity and corresponds to the goals of the founders.

In accordance with Art. 50 of the Civil Code, all legal entities are divided into two types. The basis for the distinction is the purpose of the activities carried out by the organization. Commercial legal entities have the main purpose of their activities to make a profit. Non-profit organizations are legal entities that do not pursue the goal of making a profit and do not distribute the profits received among the participants.

Commercial organizations, with the exception of unitary enterprises, are endowed with universal legal capacity. They may have the rights and bear the obligations necessary for the implementation of any activities not prohibited by law. Unitary enterprises and non-commercial organizations may have civil rights corresponding to the goals of activity provided for in the constituent documents, and bear obligations related to this activity. The legal capacity of these legal entities is recognized as special.

The Draft Civil Code provides for another distinction between legal entities: corporations and unitary organizations (Article 65.1 of the Draft).

Corporations include organizations whose founders (participants, members) have the right to participate in the management of their activities (the right of membership). Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary organizations. Among the corporations are economic partnerships and companies, economic partnerships, production cooperatives. Unitary commercial legal entities are state and municipal enterprises.

Types of organizational and legal forms of commercial organizations are established in the Civil Code; their list is exhaustive.

The organizational and legal form of a legal entity is understood as a set of legally fixed features that characterize the procedure for the formation and legal regime of the organization's property, the method of its individualization, the ratio of the rights and obligations of participants and an economic entity to the property used, features internal organizational structure.

The choice of legal form depends on many factors:

goals and activities of the future organization;
the composition of the founders, their influence on the activities of the organization, the number of participants;
the legal status of participants, the scope of property rights and obligations of participants;
requirements for the minimum amount of "starting" capital;
the presence or absence of restrictions on the alienation of a share in the capital;
control systems;
features of taxation.