Types of organizational legal forms. Organizational legal form of organization

Legal entities, along with individuals, are full subjects of civil legal relations. Legislation provides certain order creation and activities of these entities. As a rule, in order to create a company, it is necessary to make an appropriate decision, a charter, register it, come up with a name, etc.

But despite the presence of a tedious and long formal process creation of firms, they are the most popular way to combine individuals and their contributions.

Individuals, when creating firms, primarily pursue certain goals. It is these goals that predetermine the organizational and legal form of companies.

Exist two main types of legal entities:

1. Commercial.
2. Non-commercial.

Why is such a classification necessary?

The basis classification of legal entities - purpose of their activity. It is primarily necessary to determine the differences in their areas of activity.

In particular, commercial organizations can be characterized as legal entities whose purpose is considered to be acquisition of certain income. A non-profit organization is a legal entity whose purpose is not considered to be the acquisition of income, and the income received is not distributed among its participants.

It is on the basis of this classification that the legislation provides certain regulation and features of a particular type legal entity. For example, a commercial company must have a corporate name. This requirement does not apply to a non-profit organization.

Or, non-profit organizations can engage in entrepreneurial activities only in exceptional cases, and commercial, in turn, cannot carry out activities in non-commercial purposes(social, religious, etc.).

Legal form and characteristics of a commercial organization

As already mentioned, the main goal of such companies is considered to be receiving a certain income.

Business partnerships

These commercial organizations have a certain authorized capital, divided into shares.

Business partnerships, on the other hand, are complete or based on faith. And business companies are joint-stock and with limited liability .

Each of the above types of companies has its own characteristics.

The characteristic features of a full partnership is that the participants are fully responsible to creditors for its activities. Thus, due to the activities of the company, its members may lose their own property. This is - the most risky type of organization.

But a more risky type of organizational and legal form is a partnership of faith. Here, in addition to the participants, there are also several investors who are not involved in the activities of the company, but at the same time bear all possible risks of losing their contribution due to the activities of the company.

It is precisely because of the high level of risk that the above organizational and legal forms not popular among the citizens. JSCs and LLCs are considered more popular. These two types of companies are very similar to each other.

LLC and OJSC

OOO- a company in which each participant has a certain share and bears the risk of losing only this share. Thus, the participant does not bear any responsibility for the activities carried out by the company, and, accordingly, there is no risk of losing his property.

The same can be said about AO. Only in this case the participant is the owner of a certain number of shares. Joint stock companies are public and closed. In a closed joint-stock company, shares are distributed among its founders or among persons whose circle was previously determined, and public joint-stock companies have a public right to place shares.

Production cooperative

Next organizational- legal form – production cooperative - a voluntary association of individuals in order to achieve certain production or other goals. At the same time, the peculiarity of cooperatives is that they are based on the personal labor or other participation of citizens.

Peasant or farming

The new legal form is peasant (farm) economy. In this case, the company is created by citizens for the purpose of carrying out agricultural activities.

Municipal and state unitary enterprises

Special organizational and legal form - municipal and state unitary enterprises. They do not have ownership rights to the property attached to them.

Of course, everyone chooses the type of organization that best suits his needs and requirements, because civil law provides such an opportunity.

The main purpose of such organizations is not to generate income. People unite in non-profit organizations for the implementation of religious, legal, cultural goals, etc.

These legal entities may be established as cooperatives, public organizations or movements. Various associations and unions are also considered non-profit, religious organizations, associations of property owners, Cossack societies, communities of small peoples, public law companies, bar associations, foundations, institutions, etc.

The main objectives of the activities of these organizations are provided for in their statutes. At the same time, the organization must strictly adhere to those goals and those areas of activity that were recorded in this document.

Basic feature similar companies is that they can have unlimited number of participants. The more members a non-profit organization has, the stronger it is considered.

Moreover, each of the participants, in fact, can participate in the process of managing the company. In particular, all participants have full right participation and voting in the general meeting.

Of course, the charter of organizations provides for the full range of powers of the general meeting of participants, but, as a rule, it is quite wide and includes the main important issues regarding the management of the organization.

It is also necessary to take into account the fact that it is with the help of this organizational and legal form that citizens exercise their constitutional right to association.

Today, not only political parties that unite the political views of citizens are especially popular, but also non-profit organizations whose activities are aimed at protecting the rights and legitimate interests of citizens.

Activities without forming a legal entity

Entrepreneurial activity can also be carried out without forming a legal entity.

One of these methods is registration as an individual entrepreneur. IP is a full-fledged subject of civil legal relations. Any natural person who has reached the age of majority can act as an individual entrepreneur. To do this, it is enough to get state registration.

A feature of individual entrepreneurship is that the individual entrepreneur is liable with all his property. This is - the only drawback, since if an individual entrepreneur has a debt, he may also lose the property that was acquired as an individual, i.e. at a time when the citizen was not engaged in entrepreneurship, and the property was acquired at the expense of his personal funds (salary, savings, etc.).

But an individual entrepreneur can freely engage in almost any business activity, this does not require a charter or any other document, as is necessary in the case of registration of a legal entity.

Another form of doing business without setting up a company is branches and representative offices. The branch performs all the functions of a legal entity, and the representative office - the representation and protection of the rights and legitimate interests of the company.

From the above, it can be concluded that the current legislation gives great opportunities conducting both entrepreneurial and commercial and non-commercial activities. Everyone has the opportunity to choose the organizational and legal form of carrying out activities that fully meets the requirements and capabilities.

The choice of form of ownership is discussed in this video.

An entrepreneur can conduct two types of activities - commercial and non-commercial. Conducting commercial activities pursues the main goal - generating income. Non-profit activities have many purposes, the profit from which does not fall under the category of income.

Registration commercial enterprises primarily involves interaction with tax authorities, and social services, payments to which are made from income.

There are several organizational and legal forms (OPF) of commercial enterprises, the registration of which will allow the entrepreneur to conduct a completely legal business and be protected at the legislative level.

These are individual entrepreneurship (IP), a limited liability company (LLC), open and closed joint-stock companies (OJSC, CJSC).

Individual entrepreneur

An individual entrepreneur is the most common and simplest OPF, which can be registered by any capable adult citizen of the Russian Federation. In exceptional cases, stipulated by law, a teenager who has reached the age of sixteen can also register an individual entrepreneur. Registration of IP occurs without the formation of a legal entity.

The advantages of IP are simplified management accounting, no need legal address. To register an individual entrepreneur, the Charter and the presence of authorized capital are not required.

The disadvantage of an individual entrepreneur is his liability to creditors with all his physical property.

Limited Liability Company

An LLC can be registered by one individual and a group of founders. To register an LLC, it is necessary to draw up a Charter, an authorized capital, which cannot be less than 10,000 rubles, and a legal address, which cannot coincide with the address of registration, but may not coincide with the address of the location of the actual production.

Members of an LLC are liable within their own share of the charter capital, which terminates with the liquidation of the enterprise.

Joint stock companies

For the registration of joint-stock companies, there are regulations on the amount of the authorized capital, which is between the participants of the joint-stock company through shares. The regulation also exists for the number of shareholders. In a CJSC, the number of participants cannot exceed 50 people. Otherwise, it becomes necessary to change the type of closed to an open joint-stock company or to transform into an LLC. Registration is similar to an LLC, only the registration of a JSC is supplemented by a clause on the issuance of a primary block of shares.

Both LLC and JSC are registered with the formation of a legal entity and can be liquidated or reorganized in accordance with the law. With regard to individual entrepreneurs, only termination of registration is possible; payments of individual entrepreneurs on debts are mandatory until they are fully repaid.

When entrepreneurs choose the organizational and legal form of their enterprise, most often they create an LLC or register an individual entrepreneur. But there are other options as well. How to choose in 2018 desired shape for the new organization.

Read our article:

What is meant by the legal form of a legal entity

To a person who rarely encounters legal terminology, the expression "organizational and legal form of an enterprise" may seem cumbersome and awkward. Such an expression, he thinks, refers to large enterprises with some special status. But we can talk about the usual LLC. So what is it?

The organizational and legal form of an enterprise is the legal foundation of entrepreneurial activity. This is a system that:

• determines who and how will lead the organization;
• establishes limits of liability;
• predetermines the rules for making transactions and other aspects of economic activity.

For example, in an LLC or JSC, a general meeting of owners manages the business. Management issues are resolved CEO– within the limits of the powers that are defined in the law and the charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise specified during its creation.

• commercial and non-commercial - by the purpose of creation ();
• unitary and corporate - according to the method of management ().

Before registering a company, the founders decide what it is created for - for profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main purpose of the activity is not to make a profit, then the choice must be made from the list of non-commercial forms.

What types of organizational and legal forms of enterprises are identified in the law

Let us analyze into what organizational and legal forms the law divides organizations.

What organizational forms are non-profit

1. consumer cooperative. This is a voluntary association of people and their property for the sale joint projects. They are quite common: for example, these are GSK, ZhSK, OVS.
2. Public and religious organizations. They are an association of citizens in order to satisfy spiritual or other needs that are not related to the financial side of life (political, for example).
3. Funds. Such an organization exists on voluntary contributions from citizens and legal entities and has no membership. They are created to achieve socially useful goals: educational, charitable, cultural and others.
4. Association of property owners. TSN is based on an association of owners of apartments, dachas, land plots, and other real estate, which TSN members jointly use.
5. Associations (unions). They are created to achieve the common goals of citizens or legal entities.
6. institutions. The owner chooses such a form for the implementation of non-commercial functions, and he also finances the organization. At the same time, the institution is the only type of commercial organizations possessing property on the right of operational management.
7. There are other, less common organizational and legal forms of enterprises: for example, Cossack societies or small communities of indigenous peoples of the peoples of the Russian Federation.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. There are both general partnerships and faith-based ones. They differ from each other in the degree of responsibility of the participants. The form is not very popular.
2. production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate. A very rare form.
4. Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for conducting Agriculture. It is based on their personal participation in business and property contributions.
5. Economic companies. This is the most popular option for commercial organizations. They are presented in the form of limited liability companies (LLC) and joint-stock companies (JSC).

If a citizen wants to engage in commercial activities, but without forming a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. In the All-Russian classifier of organizational and legal forms (OKOP), the IP has its own number - 50102.

What you need to know about LLC

For enterprises in Russia, LLC is the most common organizational and legal form. Such companies:

• belong to business companies
• conduct business activities,
• bring profit.

The capital of LLC is formed by the contributions of the participants, divided into shares. This form of business organization is suitable for entrepreneurs who, for one reason or another, are not satisfied with the status of an individual entrepreneur. LLC can be quickly created. This form requires less maintenance costs than AO.

What are the main features of AO

JSC is the second most popular organizational and legal form of a legal entity. The capital of the organization is divided into a certain number of shares. JSCs are divided into public (PJSC) and non-public (NJSC). The main difference between them is that in PJSC shares can be freely alienated, in accordance with securities laws.

What are the pros and cons of IP

The main advantages of the IP status:

1. Quick registration.
2. Low stamp duty.
3. Fewer fines compared to legal entities.

The main disadvantage of the IP status is that the entrepreneur is liable for obligations with all his property.

How to choose a form of enterprise for your business

Before choosing the organizational and legal form for his enterprise, the manager needs to answer the following questions:

1. How will the company be financed – will it require an investor?
2. Are there any plans to hire staff?
3. What is the expected monthly and annual turnover from the business?
4. Which payment is preferable - cash or non-cash?
5. Is it possible to sell the business?

If a we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

1. IP registration is faster and easier, and fines are much less. But the citizen will have to answer with all his property.
2. LLCs are convenient for those who open joint business. The authorized capital is divided into shares, which depend on the size of the participants' contributions. The LLC is not liable for the obligations of the founders, and the founders are not liable for the obligations of the LLC (with the exception of cases of subsidiary liability, which are provided for in the law - for example, in case of bankruptcy). But you will have to pay maximum fines, and maintaining an LLC requires funds.

The type of business organization you choose depends on:

• financial expenses,
• the amount of liability
• limits of authority of governing bodies and much more.

Citizens in pursuit of the set goal unite in communities and organizations that make it possible for them to rationally use their savings. To implement the planned, it is necessary to organize a legal entity, which, depending on the task, can be of a commercial or non-commercial type.

At the same time, the nature of the legal relationship between the enterprise and the owners can be formed in such a way that the founders lose their rights to their deposits, as they are transferred to the enterprise or they retain the property right to deposits, and the enterprise is not entitled to count on them.

This classification is necessary in order to determine the direction of the business formation.

For example, commercial structures pursue one goal - obtaining material benefits, while non-commercial structures do not have the right to prioritize the receipt of income and distribute it among the participants of the companies.

According to such a classification, the legislator regulates the features of the activity and formation of a particular legal entity.

What form of ownership to choose for LLC and IP - see here:

The legislative framework

All possible legal forms are listed in all-Russian classifier adopted and put into effect by Order of the Federal Agency No. 505 of 2012.

In addition, the definition this concept given in Art. 48 of the Civil Code of the Russian Federation. Specific economic forms of legal entities are indicated by:

• Art. 69, 82 of the Civil Code of the Russian Federation - definition of the concept of full and faith-based partnerships;
• Art. 87, 96 of the Civil Code of the Russian Federation - LLC;
• Art. 106.1 of the Civil Code of the Russian Federation - regulation of the work of production cooperative structures;
• Federal Law No. 380 - economic partnership;
• Art. 86.1 of the Civil Code of the Russian Federation - a peasant economy.
• Art. 113 of the Civil Code of the Russian Federation - unitary enterprises.

Article 48. The concept of a legal entity

1. A legal entity is an organization that has separate property and is liable for its obligations, can acquire and exercise civil rights and bear civil obligations on its own behalf, be a plaintiff and a defendant in court.
2. A legal entity must be registered in a unified state register legal entities in one of the organizational and legal forms provided for by this Code.
3. Legal entities, on the property of which their founders have property rights, include state and municipal unitary enterprises, as well as institutions.
Legal entities in respect of which their participants have corporate rights include corporate organizations(Article 65.1).
4. Legal status Central Bank Russian Federation(Bank of Russia) is determined by the Constitution of the Russian Federation and the law on the Central Bank of the Russian Federation.

Classification of enterprises with the status of a legal entity

According to the classifier, each legal entity, depending on the definition, belongs to the type:

1. Structures created for commerce and enrichment:

• Partnerships and companies of economic type;
• created by the state or municipality;
• Economic partnership and peasant- farming.

1. Not pursuing commercial interests:

• Cooperatives for consumer purposes;
• Societies with religious and public interests;
• Institutions funded by the creator in whole or in part;
• Union of Associations;
• Cossack society.

Why is this classification needed?

Law societies are classified to determine the following tasks:

• The purpose of the activity, for what purpose the enterprise was formed, for enrichment or for solving other problems of a non-commercial direction;
• The form itself denotes the permissible structures of the enterprise established by law;
• The nature of the legal relationship between the legal entity and the creator - meaning the presence or absence of the rights of the founders to the ownership of the enterprise.

The main features of a legal entity.

Commercial structures and their characteristics

For commerce the main objective achievements are considered to be the multiplication of the state, among the common types of such enterprises there are the following.

Business partnerships

The capital of such organizations is formed by equity investment. These partnerships are divided into full and "on faith". In addition, they are limited liability and joint-stock companies.

At the same time, each company is endowed with certain legal nuances:

• A general partnership is characterized by the unconditional liability of participants with their own property for obligations, these formations are quite risky. you will learn how to create a general partnership and what documents are needed for this;
• In a limited partnership, there are, in addition to general partners, investors who risk losing their contributions if their obligations are not fulfilled. Rights and obligations of participants in a limited partnership.

Important: in Russia, such societies are not very common. In addition to them, there are:

• LLC - in this society there are participants who have made a certain contribution to it, and in case of unfulfilled obligations, they are liable only for this contribution, without losing personal property;
• JSC - has a lot in common with LLC, except for the name of the form of ownership, here the founders own a certain number of shares instead of a share. These structures are closed - shares are distributed among predetermined persons, public - with the right to public placement of shares.

Production cooperative

It is a voluntarily formed variant of activity to achieve a single production or other goal. Their main nuance is the personal voluntary participation of citizens in the process of activity.

Peasant farming

This association is based on the family ties of the participants, but this is not necessary, creating it for the purpose of performing agricultural work for profit.

Such an economy should have a head who is the unconditional leader. All business decisions are made general meeting, property is the same common.

Unitary structures

These enterprises are created to solve problems at the state level, provide the population with scarce food, sew the necessary clothes, and so on. Enterprises are given ownership of certain property, it can be a whole economic complex, but at the same time they have no rights to property.

Since such enterprises are created by the authorities, the right to property remains with the owner. In addition, any manufacturing solutions they must agree with the creator.

Non-profit formations

They are formed for any purpose other than commercial, it can be solutions to global public issues, religious organizations, charitable foundations.

Important: these enterprises are prohibited from prioritizing commercial activities. They are formed in such areas as the media, training, communities of interest.

Varieties of organizational and legal forms.

To non-profit organizations are related:

• Consumer cooperatives - a voluntary association of people and their property for their own security, exists on the basis of share contributions, membership in it can be of several types - with the right to vote and only in cases specified by law;
• Public and religious communities that bring together people for non-profit purposes, with the same worldview or spiritual needs. The participants in this society are completely deprived of the right of ownership of the contributed property, the society has the right to engage in entrepreneurship in order to achieve internal needs;
• Foundations - exist on the basis of voluntary contributions and donations, are formed to address public, social and educational issues. There is no membership at all, they are entitled to entrepreneurial activity, including the formation business companies to achieve the main goals;
• Associations and unions - created on the basis of membership to resolve professional and socially useful issues, in order to protect their own interests, usually such formations arise as a result of the merger of several legal entities engaged in commerce;
• Cossack communities - there is a separate legislative act for their regulation, they are created for the purpose of voluntary service;
• Institutions - created by the owner in order to achieve managerial, cultural or other goals, fully financed by him partially.

Important: the main goals of these enterprises are indicated in the Charter, according to which the organization must strictly follow.

At the same time, a non-profit type organization has the right to have as many participants as there are those who wish, and each of them has the right to take part in the management process, since the Charter in most enterprises provides for a fairly wide range of powers for the general meeting.

Doing business without the status of a legal entity

In addition to the formation of a legal entity, it is possible to engage in commerce, having received the status of an individual entrepreneur, which is a full-fledged subject of civil relations. Becoming an entrepreneur is available from the age of majority by registering with government agencies.

The disadvantage, unlike a legal entity, is that an individual entrepreneur is fully liable with all his property in the event of liability to third parties. He can lose everything, up to the property acquired in the status of an individual.

Important: however, there is also a positive factor - access to the conduct of any type of activity without additional creatures Charters and other constituent documents.

In addition to individual entrepreneurs, there are several more ways to do business without forming an enterprise - branches operating as legal entities and representative offices, whose activities are aimed at protecting the interests and rights of the business.

Conclusion

All of the listed types of organizational and legal forms indicate that the legislation has formed an extensive base for the possibility of determining required type business in order to achieve the goal.

Varieties of ownership forms are discussed in this video:

Definition 1

Organizational and legal form (OPF) is a way of organizing and conducting business activities, which is fixed in the form of a legal document.

Business entities can be:

• individuals (IP) individual entrepreneurs, without forming a legal entity);
• legal entities (commercial and non-commercial organizations).

Each organizational and legal form of organizations implies a specific list of obligations, establishes the right to transactions on behalf of the organization, sets the management structure and other elements of the functioning of enterprises.

The list and description of the organizational and legal forms used in the Russian Federation is enshrined in the norms Civil Code RF and corresponding regulations. The legally fixed system of organizational and legal forms includes:

• two forms of entrepreneurial activity (without forming a legal entity);
• 7 types of commercial organizations;
• 7 types of non-profit organizations.

To begin a detailed consideration of the existing organizational and legal forms, it is necessary to introduce the concept of a legal entity and a commercial organization.

Definition 2

A legal entity is an enterprise that has passed state registration and has the following features:

• owns property on the basis of property rights, carries out its operational management;
• bears responsibility for the undertaken obligations at the expense of his property;
• participates in economic turnover on its own behalf, has the right to conclude all types of transactions and contracts with both individuals and legal entities;
• It has financial balance, accountable to state bodies;
• indicates its organizational and legal form in the name.

Definition 3

A commercial organization is an organization that sets itself the task of making a profit with further distribution among the participants.

The main types of organizational and legal forms of enterprises

According to the Civil Code of the Russian Federation, the following organizational and legal forms of ownership are possible:

• business partnerships;
• business companies;
• production cooperatives;
• unitary enterprises.

Business partnerships

Definition 4

A business partnership is an association of individuals who are directly involved in the activities of the enterprise and own shares in the joint (share) capital. Participants in this form of enterprise cannot be members of other associations.

There are the following types of business partnerships:

1. A general partnership is an association, the participants of which (the so-called general partners) carry out entrepreneurial activities only on behalf of the enterprise. In the event that the property of the association is insufficient to pay off debt obligations to creditors, the latter have legal right demand the repayment of debts at the expense of the personal property of the participants. If one of the participants leaves the association, he continues to be responsible for the fulfillment of obligations that arose during the period of his participation in the association, for 2 years from the date of delivery financial reporting for the year of departure. Profits and losses in this form of enterprise are divided among the participants according to the shares in the capital.
2. Limited partnership (the so-called limited partnership) - with such organizational form Enterprise participants can be investors who do not directly participate in the activities of the enterprise and bear risks only within the amount of invested capital.

Business companies

Definition 5

A business company is an association of individuals who invest cash to the general capital; at the same time, the founders are not obliged to take part in the activities of the association and may make contributions to other associations.

There are the following types of business companies:

1. A limited liability company is an association created by one or more participants who own shares in authorized capital society. The size of the shares is fixed in the constituent documents, the responsibility of each member of the company for the results of the enterprise's activities is determined and limited by the amount of funds contributed to the total authorized capital.
2. An additional liability company differs from a limited liability company in that the participants have additional liability for obligations: in the event of a shortage of the company’s property, the personal property of all participants is attracted to pay off debts to creditors (a multiple of the value of each contribution).
3. Joint stock company - in this form of association, the authorized capital is distributed over a certain number of shares; members of the company - shareholders - contribute to the authorized capital by acquiring shares of the enterprise and subsequently have the right to receive dividends (income) from the net profit of the organization. The amount of risk of loss is determined and limited by the value of the shares held. Joint stock companies exist in two forms:
   1. open type(open joint stock company) - a company in which the participants have the right to freely and independently carry out the circulation of shares. At the same time, the company itself is authorized to issue shares for free sale among an unlimited circle of persons;
   2. closed type (closed joint-stock company) - a company in which the circle of persons entitled to own shares is determined in advance and is represented mainly by the founders themselves. In a situation where one of the founders wishes to leave the company, he can transfer (sell) his shares only to another founder of this company.

Production cooperatives

Production cooperatives are also called artels. Artels are formed as a result of a voluntary association of persons for the purpose of carrying out joint activities(industrial or economic) with personal participation (labor or otherwise) and the making of property contributions by each member of the cooperative. The profit received by an enterprise of this form is distributed among the participants in proportion to their participation in the activity (according to this principle, the property of the cooperative is distributed in the event of its liquidation and after covering debt obligations). This form of enterprise is characterized by subsidiary liability for its obligations.

unitary enterprise

A unitary enterprise is an organization that carries out its commercial activities on the basis of property that is the property of the state or municipal property. Thus, the specified property is indivisible and is not subject to distribution in shares. Only state or municipal organizations can be unitary enterprises. Securing property for unitary enterprise happens on the right:

• economic management. Within the framework of this right, the enterprise owns and disposes of the property of the owner on the terms established by law. In this case, the property is transferred to the balance of the enterprise;
• operational management. By exercising this right, the enterprise owns and disposes of property only with the permission of the owner on the terms established by law, in accordance with the objectives of the activity, the instructions of the owner and the intended purpose of the property.

The right of economic management implies broader powers and greater independence.

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