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Commercial organizations - organizations, the main purpose of which is to make a profit and distribute it among the participants

Commercial organizations:

• 1. Economic partnership:
  • - General partnership
  • - Limited partnership
• 2. Economic company:
  • - Open Joint Stock Company (OJSC)
  • - Closed Joint Stock Company (CJSC)
  • - Limited Liability Company (LLC)
  • - Society with additional responsibility(ODO)
  • - Subsidiary business company (DHO)
• 3. Production cooperative:
  • - Agricultural artel (kolkhoz) SPK
  • - Fishing artel (collective farm) RPK
  • - Cooperative farm (koopkhoz) SKH
• 4. State municipal (unitary) enterprises:
  • - State (state) enterprise GKP
  • - Municipal enterprise

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). The property of such partnerships, convened at the expense of contributions, produced and acquired in the course of the activity of a business partnership, belongs to them by the right of ownership.

Economic partnership

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership.

Participants in a full partnership jointly and severally bear additional (subsidiary) liability with their property for the obligations of the partnership. This means that the responsibility of all participants is proportional to the size of their contribution. So, if the property of the partnership is not enough to pay off debts, then the comrades are liable with their personal property, in proportion to the contributions made to the organization. A person may be a participant in only one full partnership. The number of participants is not limited. A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. If, as a result of the losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the share capital of the partnership. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise provided in the memorandum of association.

Providing for the possibility of withdrawal of a participant from a general partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the share capital, and by agreement with him, the issuance of property in kind is possible. At the same time, the shares of other participants increase. A participant in a partnership, under the law, has the right to transfer his share or part of it in the share capital to another participant or a third party, subject to the consent of all members of the partnership.

A general partnership is liquidated in the event that the only participant remains in it (except for the liquidation of a legal entity in accordance with the Civil Code of the Russian Federation). Such a participant has the right to transform such a partnership into a business company within six months in the manner prescribed by the Code.

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

In a limited partnership, along with general partners, the so-called limited partners take part in the formation of the share capital, i.e. investors who do not take part in entrepreneurial activities, but receive profit and bear the risk of loss within the limits of the amount of the contribution made. This form allows you to attract additional capital from persons interested in the profitable placement of their free cash. The contribution can be made not only to monetary form, but also in the form of providing premises, Vehicle and otherwise. This form expands the economic base of the partnership, allows you to accumulate funds for major entrepreneurial activities. A person may be a general partner in only one limited partnership. A participant in a general partnership cannot be a general partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners.

A limited partnership is liquidated when all the contributors participating in it retire. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Economical society:

A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants joint-stock company(shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of their shares.

A joint-stock company, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Shareholders are entitled to a share of the JSC's income. The portion of profit paid to the owner of a share is called a dividend. The part that is not paid out as dividends is called retained earnings.

A joint-stock company, by law, cannot have a business company consisting of one person as the sole participant.

Types of joint-stock companies:

• - open (JSC)
• - closed (CJSC)

Open Joint Stock Company (OJSC)

An open joint stock company is a joint stock company whose members can freely sell and buy shares of the company without the consent of other shareholders. It can carry out an open subscription for shares issued by it, which can be freely traded on the stock market. This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for public information:

• - annual report;
• - balance sheet;
• - profit and loss account;

and engage a professional auditor annually to review and validate the annual financial reporting.

supreme body management in JSC - the general meeting of shareholders. The competence of the general meeting is:

• - changing the charter of the company
• - change of size authorized capital
• - approval of annual reports and balance sheet, distribution of profits and losses
• - formation of executive bodies and early termination of their powers
• - decision on reorganization or liquidation of the company
• - election audit commission
• - resolution of other issues

If the number of shareholders exceeds 50 people, then a Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a joint-stock company can be collegiate (board, directorate) and/or sole (director, general director). He carries out the current management of the company's activities and is accountable to the Board of Directors and the General Meeting of Shareholders. OJSC, as well as CJSC, are a fairly popular form of business both in Russia and around the world. As a rule, open joint-stock companies are large companies.

Closed Joint Stock Company (CJSC)

A closed joint stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of an open subscription for shares issued by the company is not used and they cannot be freely sold and bought on the stock market.

A potential buyer cannot simply instruct his broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can dispose of them only with the consent of the company. This financial constraint is a major factor in determining the size of companies, which tend to be small to medium sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint stock company is not required by law to disclose information about itself to the extent that is required of a public company; however, it is required to submit an annual report to the Registrar of Companies, which is open to any member of the public.

At the moment, the majority of small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular.

Limited Liability Company (LLC)

A company founded by one or more persons, the authorized capital of which is divided into shares, according to the founders of the document (the company's charter). The participants are not liable for obligations and bear the risk of losses within the value of their contributions.

Unlike state and municipal unitary enterprises, on the property of which their founders have the right of ownership or other real right, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have in relation to them rights of obligation.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (unlike partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. Members of the company retain the rights to strategic management by the company, which are carried out by them by holding periodic general meetings of participants. Unlike joint-stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; additional rights may also be granted to individual participants.

Unlike joint-stock companies, the profit of a limited liability company can be divided among the company's participants not only in proportion to their shares in authorized capital company, but also otherwise in accordance with the Charter of the company (if a different procedure is provided for by the Charter).

Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise transfer) his share in the authorized capital of the company, but also withdraw from the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company if it is provided for by the Articles of Association of the company. Members of a limited liability company, as well as the company itself, have preemptive right purchase of a share of one of the participants, in case of his intention to sell his share to third parties. Also, the Articles of Association of the company may provide for a ban on the alienation of the share of participants to third parties.

Additional Liability Company (ALC)

An additional liability company is a company established by one or more persons; it is similar in many ways to a limited liability company.

Its authorized capital is divided into shares in accordance with certain constituent documents. Individual citizens, legal entities, citizens and legal entities, as well as ( public organizations). It should be noted that state bodies, as well as local governments, do not have the right to act as participants in the company, unless otherwise provided by law.

This company can be opened by one person who is its one-time participant. As contributions (shares), participants can make cash, buildings, structures, machines, raw materials, materials, securities, as well as intellectual property in the form of know-how (recipe, technical idea, new technology etc.). All non-monetary contributions are subject to unanimous approval by the general meeting of the founders of the company.

The only difference is that in the ALC there is additional subsidiary liability for the obligations of the company. Such responsibility does not apply to all the property of the participants, but only to its part, which is predetermined by the constituent documents of the company.

In the event that one of the participants goes bankrupt, its additional liability is divided among the others (proportionately or otherwise). Therefore, the total amount additional guarantees the company's creditors remains unchanged.

The specificity of the ALC is in the exclusive form of the property obligation of the participants for its debts.

Subsidiary business company (DHO)

Any business company can be recognized as a subsidiary and dependent company: joint-stock company, limited liability company or additional liability company. characteristic feature subsidiaries and dependent companies is that the main (“parent”) company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if:

• 1. the participation of the main company or partnership prevails in its authorized capital;
• 2. there is an agreement between them;
• 3. the main company or partnership may determine the decisions taken by this company.

The recognition of a company as a subsidiary had certain consequences for the parent company or partnership: it had to be responsible to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), joint and several liability of the parent and subsidiary companies arises. In case of bankruptcy of a subsidiary due to the fault of the main company (partnership), the latter is liable for the debts of the subsidiary to its creditors in a subsidiary way, i.e. only if there is not enough property of the subsidiary to pay off debts. At the same time, the subsidiary is not liable for the debts of the parent company (partnership). If a subsidiary company losses are inflicted through the fault of the main company (partnership), then it has the right to demand their compensation from the main organization, provided that its guilt in these losses is proved.

An economic company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint and several or subsidiary liability for debts.

Production cooperative (artel)

A certain place in the system of commercial organizations belongs to the production cooperative (artel). This organizational and legal form of management is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, etc.), based on their personal labor and other participation and association by its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

Such cooperatives bear subsidiary liability for the obligations of the cooperative (as in business partnerships) and carry out their activities on the basis of the charter with the formation of management bodies (similar to business companies). But unlike the latter, the management of a production cooperative is carried out on the principle of “one person - one vote” and does not depend on the size of its property contribution.

The charter of a cooperative, in addition to generally accepted information, must contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of the obligation to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The number of members of the cooperative must not be less than fifty.

In foreign countries, these cooperatives have not received such significant development. They are not focused on generating income and profit, their goal is to help members of the cooperative and those in need.

State and municipal state enterprises

State and municipal unitary enterprise - commercial organization which is not endowed with the right of ownership to the property assigned to it by the owner. This property cannot be distributed among contributions, shares, shares, including between employees of the enterprise.

Only state and municipal enterprises could be created in a unitary form. The property with which they are allocated is, respectively, in state or municipal ownership and belongs to enterprises on the right of economic ownership or operational management. governing body unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property.

Thus, the measures of economic isolation of unitary enterprises are clearly and strictly defined.

The constituent document of an enterprise based on the right of economic management is its charter, approved by the authorized government agency or local government. The authorized capital is fully paid by the owner until state registration. The size of the statutory fund is 1000 times the minimum wage. The owner solves the following issues: creation, reorganization and liquidation of the enterprise; determining the subject and goals of its activities: control over the use and safety of property. The owner is entitled to a share of the profits.

A unitary enterprise may create a subsidiary unitary enterprise by transferring to it a part of the property for economic management.

AT modern world people enter into a variety of relationships. They interact both directly and through various groups. In the latter case, people are united by a common interest, purpose, and tasks. Groups can be formalized or non-formalized. The latter do not imply any official registration of activity.

Formalized groups receive the status of a legal entity, branch, representative office. Their activities are regulated by the Civil Code. Let's take a look at what are forms of legal entities in the Russian Federation.

Definition

It is given in Article 48 of the Civil Code. As the norm indicates, a legal entity is an association that has certain separate property in economic management, ownership, operational management, with which it is responsible for the obligations assumed, capable of receiving and exercising property and non-property rights on its own behalf, acting as a defendant / plaintiff in court, bear the responsibilities. This formulation presents the main criteria that a formalized society must meet.

Characteristics

Any types and forms of legal entities must meet the criteria established by Article 48 of the Civil Code. These include:

1. Separate property. As stated in the norm, material assets can be in operational management, ownership or economic management. Property must be accounted for on a separate balance sheet.
2. Sharing of responsibility. Participants are not liable for the obligations of the company, and it, in turn, for their debts. Exceptions can only be established by law.
3. Participation on your own behalf in civil law relations. These include, among other things, the acquisition and implementation of non-property and property rights, the fulfillment of obligations stipulated by law.
4. The ability to protect interests by legal means. This feature indicates the company's right to be a plaintiff or a defendant.
5. The presence of a document confirming the official registration. It acts as a certificate of the established form.

Classification

The criteria for dividing associations into categories are:

1. The purpose of the activity. It may consist in making a profit, for example. Legislation allows the formation of associations for other purposes not related to entrepreneurship.
2. Organizational and legal form of a legal entity. it permitted types of enterprises established by law.
3. The nature of the relationship between the association and its members. In this case, the presence / absence of the founders' ownership of the contributions they make to the property of the company matters.

Target

Depending on the result that the subjects want to achieve, associations can be commercial or non-commercial. The activities of the latter are not related to entrepreneurship. At the same time, they can make a profit, but it is not subject to division between the participants. Accordingly, the purpose for which they are created is related to generating income. In the legal sense, the difference between these associations is only in the order of distribution of profits. Commercial legal entities are required to share the income received between the participants. The order in accordance with which the distribution of funds takes place is established by the accounting policy.

Forms of legal entities (commercial organizations)

The legislation provides for two main groups of associations:

1. Society. They are formed by pooling capital.
2. Partnerships. These businesses are created by bringing people together.
3. unitary enterprises.
4. Cooperatives.

Each group also provides for the division of enterprises. The criterion is organizational and legal form of a legal entity. This separation provides an opportunity to most effectively control the activities of economic entities in the market.

General partnership

This group provides for two. The first includes a full partnership. It recognizes such an association, the participants of which, according to the constituent agreement, conduct entrepreneurial activities on its behalf and are liable with their property for its obligations. The corresponding definition is disclosed in Article 69 of the Civil Code. There are several features that this organizational and legal form of a legal entity. it:

1. Another company or individual entrepreneur can act as full partners. At the same time, they are not entitled to become participants in another similar association or limited partnership.
2. The agreement acts as a founding document.
3. The corporate name must include the names (names) of all participants and the phrase "general partnership". Some names are allowed, to which the words "and company" are added. In this case, the phrase "full partnership" must be present.
4. The affairs of the enterprise are conducted by the participants themselves. This means that each general partner has the right to make transactions on behalf of the association. The memorandum of association may provide for a different procedure.

Faith partnership

It is also called "commandite". For this f forms of legal entities the following features are typical. Along with the main participants who conduct entrepreneurial activities on behalf of the association and are liable for the obligations of the enterprise with their property, there is one more (or several) contributors in the composition. They are called teammates. These depositors bear the risks of losses that may occur in the course of the enterprise's activities, within the limits of the amounts they have contributed. Limited partners do not participate in the work of the partnership. In other aspects, the legal status of this is identical to the status of a general partnership.

OOO

Legislation also provides for such as society. One of them is LLC. This is characterized by the following features:

1. An association is established by one or more entities.
2. When created, the authorized capital is formed. It is divided into shares. Their value is determined by the constituent documents.
3. Members are not liable for the obligations of the association. However, they bear the risk of financial losses associated with the operation of the enterprise, as part of the value of their contributions.
4. The number of participants must not exceed 50.

The constituent documents are the charter and the contract. The corporate name of the association must contain an indication of the organizational and legal form.

ODO

This one has some specifics. An ALC is created in the same way as an LLC - by one or more entities. In the first case, however, the participants bear subsidiary liability for the obligations of the association jointly and severally with their property in an amount that is a multiple of the value of the contributions. Otherwise, the legal status of an ALC is identical to the status of an LLC.

JSC

This is an association in which the authorized capital is divided into a certain number of shares. Participants are not liable for the obligations assumed by the company, however, they bear the risk of losses from the activities of the enterprise within the cost of their valuable papers. There is only one founding document in JSC - the charter.

JSC types

A joint stock company may be open or closed. The first has the right to carry out a public subscription to the papers that it issues. Participants, in turn, may alienate their shares without obtaining the consent of the other shareholders. JSC is obliged to annually publish a report, profit and loss account, balance sheet and other information. This information should be freely available. The maximum number of participants in an OJSC is not limited by law. CJSC has the right to distribute shares only among the founders or entities, the circle of which is determined in advance. Participants have a pre-emptive right to purchase securities of other founders.

Production cooperative

It is an association of citizens on a voluntary basis and on the basis of membership. The purpose of creating a cooperative is a joint production or other economic activity. In its implementation, the members of the cooperative personally participate in the labor or other process. When creating a cooperative, property contributions (shares) are combined. Legal entities can also act as participants, if the relevant right is enshrined in the charter production association. The number of cooperative members must not be less than 5. At the same time, the number of persons not involved in production or other economic activities cannot exceed 25% of those performing labor duties.

Unitary enterprises

Another criterion for separating associations is form of ownership of a legal entity. The private companies have been discussed above. In practice, unitary enterprises are quite common. They can be state or municipal. This form of ownership of a legal entity assumes that the property that the association uses does not belong to it. The enterprise does not have the right to dispose of the objects, distribute it according to deposits, shares, shares, including among employees. The municipality or the state acts as the owner. The property is transferred to the enterprise for operational management or economic management.

Bodies of forms of legal entities

In an LLC, the general meeting acts as the highest management structure. It resolves all issues related to the activities of the association. The competence of the meeting includes the election of a collegial or sole executive body. In AO, all issues are also decided by the meeting. It elects a board of directors, which acts as a supervisory structure. In addition, the joint-stock company also has executive bodies (sole or collegiate). In a production cooperative, the management structure is a meeting of members. It chooses supervisory board(if the number of participants is more than 50), as well as executive bodies.

Other categories

Non-commercial legal entities include consumer cooperatives. They are created by citizens who have combined share contributions to realize their property and other interests. Consumer cooperatives are housing-construction, garage, dacha and other cooperatives. Another form of non-profit entities are religious and public organizations. They are created voluntarily by citizens. Individuals are united by common interests, spiritual or other non-material needs. Religious organizations are formed for joint confession, the spread of faith. Their members conduct a variety of ceremonies, training sessions. Another form of legal entity is a fund. It is not created on the basis of membership. The fund is established by legal entities or citizens who invest their money.

The association is created for the implementation of cultural, charitable, social, educational and other socially useful tasks. The only way to liquidate a fund is through the courts. Institutions are called legal entities formed by the owner to carry out functions of a non-commercial nature. They are financed by him in whole or in part. The property is transferred to the institution for operational management. Unions/associations are associations of non-profit or commercial legal entities. They ensure the coordination of the activities of enterprises and the protection of their interests. Thus, knowing General characteristics associations, the founders can choose, what form of legal entity suits them.

Legal requirements

As a prerequisite for the implementation of the activities of an association of any type is registration of a legal entity. The form statements is unified. The completed form P11001 is submitted to the authorized authority. Before carrying out the procedure, the association must prepare:

1. Charter.
2. Establishment agreement (if there are more than 2 founders).
3. Meeting minutes or decision.
4. Receipt for payment of the fee.

In addition, you must select OKVED codes, as well as the system of taxation.

Nuances

For an LLC since 2009, the foundation agreement must contain information about:

1. Nominal value and amount of shares in the capital.
2. Date of payment of contributions by participants.

Previously, this information had to be present in the charter. She is currently excluded from it. If the legal entity intends to use the simplified tax system, then two copies of the relevant application can be attached to the set of documents (f. 1150001).

Possible difficulties in practice

In some cases, in the course of the activities of the association, it may be necessary to reorganize it. This concept is revealed in Article 57 of the Civil Code. The norm states that the reorganization can be carried out by merging, transforming, joining, separating, separating. In this case, when any of these procedures is carried out, a new association is formed. Reorganization can be carried out on the basis of the decision of the participants or the authorized body of the legal entity. Of particular interest in practice is the transformation. As Article 58 of the Code points out (clause 5), changing the form of a legal entity presupposes the preservation of the obligations and rights of the reorganized association in relation to other entities, except for participants. According to the 66th norm of the Civil Code (clause 3), which was in force before the entry into force of Federal Law No. 99, business companies can be formed as JSC, LLC, ALC. A joint-stock company, in turn, can be transformed exclusively into production cooperative or LLC. Accordingly, these changes in the form of the legal entity will be recognized as a reorganization. If JSC or PAO is used in the name instead of the abbreviation OJSC, the enterprise remains a joint-stock company. These changes in the name do not affect its organizational form. Accordingly, they are not recognized as a reorganization.

Additionally

It should be noted that any changes must be documented. Legislation prescribes holding meetings and making official decisions. The documents approved by the participants are submitted to the registration authority. Based on the decision, adjustments are made to the charter and other local documents. Information about all changes must be present in the registry.

Public formations

The current legislation extends the rules governing the participation of legal entities in civil relations to another category of associations. They are public entities. For their obligations, they are responsible with their own property, except for the objects assigned to the legal entities they created on the basis of operational management / households. management, as well as material assets which may be exclusively in municipal or state property. Public entities are not liable for each other's debts. It is not provided for the obligations of legal entities created by them. Exceptions are cases that are directly established by law. Liability is also provided for in situations where a public entity provides guarantees (acts as a guarantor) of another such association or legal entity. Capacity and legal capacity act as integral features of these institutions in view of their status.

legal entity recognized organization, which has separate property and answers them in his own way obligations, maybe in one's own name acquire and implement civil rights and carry civic obligations, to be plaintiff and defendant in a court.

The legal entity must be registered under its own brand name unified state register of legal entities in one of the organizational and legal forms (OPF) provided for by the Civil Code of the Russian Federation. The legal capacity of a legal entity arises from the moment information about its creation is entered into the said register and terminates at the moment information about its termination is entered into the said register.

central bank Russian Federation(Bank of Russia) has a special status. Its legal status is determined by the Constitution of the Russian Federation and the law on the Central Bank of the Russian Federation.

Organizational and legal form (OPF) - a form of business organization, legally fixed.

OPF defines:

Responsibility for obligations;

The right (authority) of transactions on behalf of a legal entity;

management structure;

Other features of economic activity.

Depending on the main purpose of activity, legal entities are divided into commercial organizations(pursuing as such the extraction of profit) and non-profit organizations(not having profit-making as such a goal and not distributing the profit received among the participants). Profit in commercial organization can be distributed among the participants in accordance with its charter and is one of the sources of their personal income. Non-commercial organizations may carry out income-generating activities, if it is provided for by their statutes, only insofar as it serves the achievement of the goals for which they were created, and if it is consistent with such goals.

In turn, both commercial and non-commercial organizations, by their nature legal relations between a legal entity and its founders are divided into corporate and unitary.

Corporations - These are legal entities whose founders (participants) have the right to participate (membership) in them. At the same time, the founders lose ownership on their deposits in a legal entity, but acquire corporate rights and ownership passes to the legal entity.

unitary are legal entities whose founders do not become their participants and do not acquire membership rights in them. At the same time, the founders retain ownership of their contributions made to the organization organized by them entity, and the latter has no ownership rights to these contributions.

Ownership belongs to the category real right, according to which the legal power over a thing is determined.

There are the following types of rights in rem:

Right of ownership (possession);

property rights of non-owners:

The right of full economic management;

The right of operational management of property;

- (the right of limited use of another's property, object recognized by law).

The right to permanent (unlimited) use of a land plot;

The right of lifetime inheritable possession of a land plot.

Corporate law is the right to take managerial decision regarding a legal entity.

Types of corporate rights:

Rights related to participation in the management of the affairs of the corporation;

Rights associated with exercising control over the activities of the corporation's management bodies and its financial and economic condition;

The rights associated with the distribution of the profits of a corporation or part of its property in the event of its liquidation.

The supreme body of the corporation is the general meeting of its members.

The exclusive competence of the general meeting includes:

Determination of priority directions of the corporation's activity, principles of formation and use of its property;

Approval and amendment of the charter of the corporation;

Determining the procedure for admission to the membership of the corporation and exclusion from the number of its participants;

Formation of other corporate bodies and early termination of their powers;

Approval of annual reports and accounting (financial) statements of the corporation;

Making decisions on the creation by the corporation of other legal entities, on the participation of the corporation in other legal entities, on the creation of branches and on the opening of representative offices of the corporation;

Making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

Election of the audit commission (auditor) and appointment of an audit organization or an individual auditor of the corporation.

A sole executive body (director, general director, chairman, etc.) is formed in the corporation. The charter of a corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other. The sole executive body of a corporation may act as individual as well as a legal entity.

Commercial corporate organizations can be created in the following OPF: business partnerships, business companies, business partnerships, production cooperatives, peasant (farm) enterprises.

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

Business partnerships can be created in the organizational and legal form of a general partnership or a limited partnership (limited partnership), and business companies - in the organizational and legal form of a joint-stock company or a limited liability company. The contribution of a participant in a business partnership or company to its property may be cash, things, shares (shares) in the authorized (share) capital of other business partnerships and companies, state and municipal bonds. Such contribution may also be exclusive, other intellectual rights and rights under license agreements subject to monetary assessment by an independent expert.

Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations. Citizens and legal entities, as well as public legal entities (the Russian Federation, constituent entities of the Russian Federation, municipalities) through their institutions.

In turn, business entities are subdivided into public and non-public. A public joint-stock company is a joint-stock company whose shares and securities convertible into its shares are publicly placed (by open offering) or publicly traded on the terms established by securities laws. The rules on public companies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public. Limited liability companies and others joint-stock companies are considered non-public.

The minimum size of the authorized capital of business companies is determined by the laws on business companies. When paying the authorized capital of a business entity, funds must be deposited in an amount not lower than the minimum amount of the authorized capital. Monetary valuation of a non-monetary contribution to the authorized capital of a business entity must be carried out by an independent appraiser. The founders of a business company are required to pay at least three-quarters of its charter capital before state registration of the company, and the rest of the charter capital of a business company - during the first year of the company's operation.

Participants of a business partnership or some of them have the right to conclude an agreement between themselves on the exercise of their corporate rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them. The corporate agreement is not integral part charter of the business company. It is concluded in writing by drawing up one document signed by the parties.

Participants of a business entity that have entered into a corporate agreement are required to notify the other participants of the fact of concluding a corporate agreement, while its contents are not required to be disclosed. In case of failure to fulfill this obligation, the participants of the company who are not parties to the corporate agreement are entitled to demand compensation for the losses caused to them. Unless otherwise provided by law, information on the content of a corporate agreement concluded by participants in a non-public company is not subject to disclosure and is confidential.

Economic partnerships and companies of one type may be transformed into economic partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in a legislative manner.

Business partnerships - this is a corporate form of commercial organizations in which the participants (founders) are interconnected as joint capitals, and direct participation in joint business activities.

Business partnerships are created in the following forms:

General partnership;

Faith partnership.

General partnership (PT) - is a partnership, the participants of which (general partners) are engaged in entrepreneurial activity in accordance with the agreement concluded between them treaty and are liable for the obligations of the partnership everyone property belonging to them (with the exception of the property of citizens, on which, in accordance with the law, execution cannot be levied). A person (legal, natural) can be a participant in only one PT.

A general partnership is created and operates on the basis of memorandum of association(there is no charter), which is signed by all its participants.

The company name of the partnership, containing either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and the company" and the words "general partnership";

Conditions on the size and composition of the share capital (SC) of the partnership; on the size and procedure for changing the shares of each of the participants in the UK; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions;

The management of the activities of the TP is carried out by the general consent of all participants, i.e., the consent of all participants is required for each transaction. It is also possible to resolve certain issues of management by a majority of votes or the conduct of business by one participant (or several) by proxy.

Limited partnership (limited partnership)- partnership, which includes two categories of participants:

- full comrades (complements) who carry out entrepreneurial activities on behalf of the partnership and bear full responsibility for the obligations of the partnership with all their property; their position is identical to the status of participants in a general partnership;

- contributors (limited partners)(not less than one and not more than twenty) who bear the risk of losses associated with the activities of the partnership within the limits of the amounts of their contributions to the property of the partnership and do not participate in the implementation of entrepreneurial activities by the partnership.

A person may be a general partner in only one limited partnership. One and the same person cannot be a full partner in a limited partnership and a participant in a full partnership at the same time.

A limited partnership, like a general partnership, is created and operates on the basis of a constituent agreement, which is signed by all general partners (contributors do not sign).

It includes the following provisions:

Company name of the partnership, containing either the names (names) of all general partners* and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and the company" and the words "partnership in limited partnership" faith" or "limited partnership";

Information about the location of the partnership;

Conditions on the size and composition of the IC of the partnership; on the amount and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions; on the total amount of deposits made by contributors.

Conditions and procedure for the distribution of profits and losses, which are usually distributed in proportion to the shares of participants.

Differences in responsibility also determine differences in rights participants:

General partners carry out entrepreneurial activities, their rights and responsibilities correspond to the position of participants in a full partnership;

Contributors are not entitled to participate in the management and conduct of the affairs of the partnership, they are not entitled to challenge the decisions of general partners.

Their duties are to make contributions to the UK in a timely manner, which is certified by a certificate, but they have the right to:

Receive part of the profit in accordance with your share in the UK;

Get acquainted with the annual reports and balance sheets of the partnership;

Leave the partnership at the end of the financial year with the receipt of its contribution;

Transfer your share or part of it to another contributor or a third party** (the contributor enjoys the pre-emptive right to purchase a share).

Liquidation business partnership is possible by decision of the general meeting, by decision of the court, and also if less than one general partner or one contributor remains in the partnership. At the same time, if in full partnership there is only one participant left, then he has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into a business company.

Faith partnership is liquidated upon the retirement of all depositors participating in it. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership. A limited partnership is also liquidated on the grounds of liquidation of a general partnership. However, a limited partnership is maintained if at least one general partner and one contributor remain in it.

In the liquidation of a limited partnership, including in the event of bankruptcy, investors have a priority over general partners in receiving contributions from the property of the partnership remaining after satisfaction of the claims of its creditors.

Business companies- this is a corporate form of commercial organizations in which the founders are interconnected joint capitals.

The essential features of business entities as a form of doing business include:

The founders of the company may not be directly involved in the affairs of the company;

Members of one society may simultaneously participate in property contributions in other societies;

The participants (founders) of the company are not liable for the obligations of the company and bear the risk of losses within the limits of the amounts of their contributions to the authorized capital of the company.

Business companies can be created in the following forms:

Limited Liability Company;

Joint-stock company.

Limited Liability Company ( OOO) - this is a business company founded by one person or several persons, the authorized capital of which is divided into shares; LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares. The business name of an LLC must contain the name of the company and the words "limited liability". The number of members of an LLC must not exceed fifty. Otherwise, it is subject to transformation into a joint-stock company within a year, and after the expiration of this period - to liquidation by judicial procedure, if the number of its participants does not decrease to the specified limit.

In order to organize joint activities for the establishment of an LLC, the founders conclude among themselves agreement on the establishment of a limited liability company(not to be confused with the memorandum of association). It determines the procedure for their actions when establishing a company, the size of the authorized capital (MC) of the company, the size of their shares in the company's charter capital and other conditions established by the law on LLC. The agreement on the establishment of an LLC is concluded in writing.

The founding document of an LLC is its charter. It must contain information about the trade name of the company and its location, the size of its charter capital, the composition and competence of its bodies, the procedure for making decisions by them (including decisions on issues taken unanimously or by a qualified majority of votes) and other information provided for by the law on LLC .

The authorized capital of an LLC determines the minimum amount of its property that guarantees the interests of its creditors. It is made up of the nominal value of the shares of its participants. Its size must be at least 10,000 rubles. The term for payment by the founders of their shares in the Criminal Code is determined by the agreement on the establishment of the LLC, but not more than four months from the date of state registration of the company.

The supreme governing body of an LLC is the general meeting of shareholders.

To hiscompetencies relate:

Determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;

Changes in the charter and size of the Criminal Code;

Formation of executive bodies of the company* and early termination of their powers;

Election and early termination of the powers of the audit commission (auditor) of the company;

Approval of annual reports and annual balance sheets;

Distribution decision making net profit partnerships between members of the partnership;

Approval of documents regulating the internal activities of the company;

Deciding on the placement of bonds and other issue-grade securities by the company;

Appointment of an audit, approval of the auditor and determination of the amount of payment for his services;

Deciding on the reorganization or liquidation of the company;

Appointment of a liquidation commission and approval of liquidation balance sheets.

The advantages of an LLC as a form of doing business include the small size of the UK (the minimum size of the UK is 10,000 rubles), the limited liability of its participants for the obligations of the company, as well as the minimum requirements for the number of participants in the company (from one to fifty people). It should also be noted the simplified procedure for amending the charter of the company, as well as classifying the LLC as a non-public commercial organization.

Joint Stock Company (JSC). The legal status of a joint stock company and the rights and obligations of shareholders are determined in accordance with the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Joint Stock Companies". According to the Civil Code of the Russian Federation, “A joint-stock company is a business company, the authorized capital of which is divided into a certain number of shares; participants in a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

As was determined (p. 24), business entities are divided into public and non-public. The Civil Code of the Russian Federation abolished the definitions of an open joint stock company (OJSC) and a closed joint stock company (CJSC). In order to maintain continuity in legislation and ensure the consistency of the Civil Code of the Russian Federation and the Federal Law of the Russian Federation “On Joint Stock Companies”, clause 1.1 was introduced into the last Federal Law of July 21, 2014 No. 218-FZ, which determines that “The provisions of this federal law on open joint stock companies apply to public joint stock companies insofar as they do not contradict the Civil Code of the Russian Federation (as amended by Federal Law No. 99-FZ of May 5, 2014 "On Amending Chapter 4 of Part One Civil Code of the Russian Federation and on the invalidation of certain provisions of the legislative acts of the Russian Federation").

The main features of JSC publicity include:

The right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded on the terms established by securities laws, from the date of entering into a single State Register legal entities information about the trade name of the company, containing an indication that such a company is public;

The presence of a collegial management body of the company, the number of members of which cannot be less than five;

Maintaining the register of shareholders of the company and performing the functions of the counting commission are carried out by an independent organization that has a license prescribed by law;

Inadmissibility of limiting the number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes granted to one shareholder.

The minimum authorized capital of a public JSC is 1,000 minimum wages (minimum wages).

The advantages of a joint-stock company include the possibility of attracting additional investments by issuing shares, as well as reducing the entrepreneurial risk for its participants (shareholders) compared to other OPFs.

Creation of AO. A company can be created by founding anew and by reorganizing an existing legal entity (merger, division, spin-off, transformation). The company is considered established from the moment of its state registration.

The creation of a company by founding is carried out by the decision of the founders (founder). The decision to establish a company is made by the constituent assembly. If a company is founded by one person, the decision on its establishment is made by this person alone. The founders of the company conclude between themselves a written agreement on its creation, which is not a constituent document.

The charter of the company is the founding document and contains the following information:

Full and abbreviated company name;

Location of the company;

Type of company (open or closed);

Number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

The rights of shareholders for each category of shares;

The size of the authorized capital;

The structure and competence of the company's management bodies and the procedure for their decision-making;

The procedure for holding a general meeting of shareholders.

Amendments and additions to the charter are carried out by decision of the general meeting of shareholders. An increase in the size of the authorized capital is carried out either by increasing the nominal value of shares, or by placing an additional number of shares.

The authorized capital of the company is determined by the sum of the nominal value of all shares of the company acquired by the shareholders.

JSC can issue (place) shares of two categories - ordinary (common) and preferred shares. Owners ordinary shares may participate in the meeting of shareholders with the right to vote on all issues of the production and economic activities of the company, have the right to receive dividends, as well as part of the property - in case of liquidation of the company. Owners preferred shares are deprived of the right to vote at a meeting of shareholders, except for issues of reorganization and liquidation of the company, restriction of the rights of shareholders or other issues that infringe on their rights, but have a preemptive right to receive dividends and distribute property of the company during its liquidation.

In particular, preferred shares establish the payment of certain dividends based on the results of the company's production and economic activities (in a certain amount, as a percentage of the par value of the share, or otherwise). If the company fails to fulfill its obligations to ensure the rights of holders of preferred shares, these shares become voting shares. The total number of preferred shares may not exceed 25% of the total number of shares of the company (or their nominal value should not exceed 25% of the charter capital).

The charter of a JSC may determine the procedure for converting preference shares into ordinary shares or shares of another type.

JSC is entitled to issue bonds for an amount not exceeding the size of the authorized capital or the amount of security provided by third parties.

Bond- a security that certifies the owner's right to demand its redemption (payment of par value or par value and interest) in deadlines. Conditions and terms of repayment are determined when the bond is issued.

Bonds can be registered or bearer. The issue of a bond is possible only in case of full payment of the MC. Repayment is made either in cash or other property, and repayment terms are either by series or in a lump sum.

AO governing bodies. The supreme governing body of a joint-stock company is the meeting of shareholders.

Competence of the general meeting:

Amendments to the charter;

Reorganization and liquidation of the company;

Determination of the number of the board of directors (supervisory board), election of its members and early termination of powers;

Determination of the maximum number of declared shares;

Changes in the authorized capital;

Formation of the executive body, early termination of its powers;

Approval of annual reports;

A number of other questions.

Board of Directors (Supervisory Board). Carries out general management of the activities of the JSC, except for issues related to the competence of the general meeting of the JSC.

Exceptional competencies:

Determination of priority areas of JSC activity;

Convening annual and extraordinary general meetings of shareholders;

Placement of bonds and other securities of the company;

Definition market value property;

Statement internal documents JSC;

Conclusion of large transactions;

Formation of the executive body of the JSC and early termination of its powers.

The executive body of the JSC. Management current activities AO is carried out in the following forms:

Director ( CEO) as the sole executive body;

Director (general director) and board (management) as collegiate body, and the competence of each body is determined by the charter, and the director performs the functions of the chairman of the board;

Competence of the executive body(MO) includes all issues of managing current activities, except for issues related to the exclusive competence of the general meeting and the board of directors.

Rights and obligations of the IB determined by law, other legal acts, contract. The agreement may be terminated at any time by decision of the general meeting or the board of directors, if the charter establishes the appropriate powers of the board.

Executive body of the company:

Represents the interests of JSC;

Makes transactions (the charter may establish size limit transactions concluded without the consent of the board of directors);

Approves staffing;

Issues orders.

Members of the executive body must act in the interests of the JSC, in good faith and reasonably, and are liable to the JSC for losses caused by their actions (inaction).

The JSC or a shareholder owning at least 1% of the placed ordinary shares may apply to the court with a claim against the persons included in the management bodies of the JSC.

AO liquidation. A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders. Other grounds and procedures for the reorganization and liquidation of a joint-stock company are determined by the Civil Code of the Russian Federation and other laws.

Economic partnership- a commercial organization created by two or more persons, in the management of which the participants of the partnership, as well as other persons take part, to the extent and to the extent provided for by the agreement on the management of the partnership.

The procedure for the creation and operation of an economic partnership is determined by the Federal Law "On economic partnerships" dated 03.12.2011 No. 380-FZ.

Production cooperative ( PC) orartel - voluntary association of citizens for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association by its members (participants) ) property share contributions.

The legal status of a production cooperative, as well as the rights and obligations of its members, are determined by the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Production Cooperatives", as well as the Federal Law of the Russian Federation "On Agricultural Cooperation".

According to the current legislation, the only constituent document of a PC is its charter. The property of the PC is divided into shares of its members. Profit is distributed in accordance with the labor participation of its members, unless otherwise provided by law or the charter.

The number of PC members is at least five. At the same time, a legal entity can act as a member of the cooperative, but its share should not exceed 25%.

The PC is liable for its obligations with all the property belonging to it by right of ownership, and is not liable for the obligations of its members. Foreclosure on a share of a member of a cooperative for his personal debts is allowed only if there is a shortage of other property to cover such debts in the manner prescribed by the charter of the cooperative. Collection of personal debts of a cooperative member may not be directed to the indivisible fund of the cooperative.

Only members of the PC can enter the governing bodies. A member of the cooperative has the right to withdraw from the PC. In this case, he shall be paid the value of the share or shall be given property in the amount of the value of the share. Payments are made at the end of the year.

A production cooperative may be liquidated, reorganized or transformed into economic partnership or society.

Peasant (farm) economy created as a legal entity is a voluntary association of citizens on the basis of membership for joint production or other economic activities in the region Agriculture based on their personal participation and the pooling of property contributions. The property of a peasant (farm) economy belongs to him by the right of ownership. Participants in a peasant (farm) economy bear subsidiary liability for its obligations. A citizen can be a member of only one peasant (farm) economy established as a legal entity. Features of the legal status of such a farm are determined by law.

The creation of a peasant (farm) economy does not imply the abandonment of production or other economic activity in the field of agriculture without forming a legal entity as an individual entrepreneur.

State and municipal unitary enterprises.

unitary enterprise a commercial organization is recognized that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

In the organizational and legal form of unitary enterprises, there are state and municipal enterprises. In cases and in accordance with the procedure provided for by the law on state and municipal unitary enterprises, a unitary state enterprise (state enterprise) may be created on the basis of state or municipal property.

The property of a state or municipal unitary enterprise is in state or municipal ownership and belongs to such an enterprise on the basis of the right economic management or operational management.

The founding document of a unitary enterprise is its charter, approved by the authorized state body or local self-government body. The charter of a unitary enterprise must contain information about its company name and its location, the subject and goals of its activities. The charter of a unitary enterprise that is not state-owned must also contain information on the size of the authorized capital of the unitary enterprise.

The body of a unitary enterprise is the head of the enterprise, who is appointed by the body authorized by the owner and is accountable to him.

A unitary enterprise is liable for its obligations with all its property.

Establishment decision federal state enterprise accepted by the Government of the Russian Federation or federal bodies executive power in accordance with the acts defining the competence of such bodies.

Establishment decision state enterprise of the subject of the Russian Federation or municipal enterprise accepted authorized body state power of the constituent entity of the Russian Federation or a local self-government body in accordance with the acts defining the competence of such bodies.

property owner, under economic control, in accordance with the law, solves the issues of establishing an enterprise, determining the subject
and objectives of its activities, its reorganization and liquidation; appoints the director (manager) of the enterprise; exercises control over the use for its intended purpose and for the safety of the property belonging to the enterprise.

The owner has the right to receive a part of the profit from the use of property under the economic management of the enterprise.

The owner is not liable for the obligations of the enterprise.

An enterprise is not entitled to sell real estate belonging to it under the right of economic management, lease it, pledge it, make a contribution to the authorized (reserve) capital of business companies and partnerships, or otherwise dispose of this property without the consent of the owner.

The rest of the property belonging to the enterprise, it manages independently, with the exception of cases established by law or other legal acts.

Federal state enterprise established by the decision of the Government of the Russian Federation.

State enterprise of the subject of the Russian Federation is established by the decision of the state authority of the constituent entity of the Russian Federation, which, in accordance with the acts defining the status of this body, has been granted the right to make such a decision.

Municipal state enterprise is established by the decision of the local self-government body, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.

The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

A state-owned enterprise, in accordance with the objectives of its activities, the tasks of the owner and the purpose of using the property, exercises the rights to own, use and dispose of its property complex. The owner of property assigned to a state-owned enterprise has the right to seize excess, unused or misused property and dispose of it at his own discretion.

A state-owned enterprise has the right to alienate or otherwise dispose of the property assigned to it only with the consent of the owner of this property.

A state-owned enterprise independently sells its products, unless otherwise established by law or other legal acts. The procedure for distributing the income of a state-owned enterprise is determined by its owner.

Forms of transformation of legal entities.

The transformation of legal entities can be carried out in the following forms:

An association;

Separation;

Selection;

Transformation into a different organizational and legal form.

Association of legal entities carried out through mergers or accessions. Associations may be motivated by:

Capital expansion;

Consolidation of resources in order to concentrate them and increase the efficiency of their use;

Expansion of sales markets;

Improving management by increasing the coordination of joint activities and attracting qualified managers;

Elimination of competition (vertical integration).

Merger of societies - the emergence of a new company by transferring to it all the rights and obligations of two or more companies with the termination of the activities of the latter. The merger agreement determines the procedure for converting the shares of the companies that merge. At the same time, the charter of the new society is adopted.

Accession of society - termination of the activities of one or more companies with the transfer of all rights and obligations to another company. The merger agreement determines the procedure for converting the shares of the merged companies, changes are made to the charter.

The division of society - termination of the company's activities with the transfer of all its rights and obligations again created societies. general meeting shareholders make decisions on the procedure for converting the shares of the company, the distribution of rights and obligations in accordance with the separation balance sheet.

Separation can be carried out for the following reasons:

Improvement of the management system (decentralization of management, reduction of the central administrative apparatus);

Changing the profile of activity and entering new markets;

Creation of small enterprises (with the receipt of appropriate benefits and benefits);

Conflicts in management (among major shareholders and founders);

Separation of property from economic activity.

The separation of society - the creation of one company or several companies with the transfer of part of the rights and obligations of the reorganized company to them without terminating the activities of the latter.

The transformation of society - a joint-stock company has the right to be transformed into a limited liability company or a production cooperative, to which all the rights and obligations of the reorganized company are transferred in accordance with the deed of transfer.

Society liquidation may be voluntary or ordered by a court. The liquidation commission resolves all issues on the termination of the company's activities, including the publication in the press of a notice on the liquidation of the company, the procedure and terms for presenting claims from its creditors. The property remaining after settlements with creditors is distributed by the liquidation commission among the shareholders.

Non-profit organization is a legal entity having no the main purpose of making a profit and non-distributing the profit received between the participants, carrying out entrepreneurial activity to achieve the goals for which it was created.

The Civil Code of the Russian Federation defines non-profit corporate organizations and non-profit unitary organizations. Scroll non-profit organizations is exhaustive, which excludes the possibility of applying regional legislation for the establishment of non-profit organizations at the regional level. The procedure for the creation and operation of non-profit organizations is also determined by the Civil Code of the Russian Federation.