Legal regulation of the activity of economic companies. Legal regulation of business partnerships Normative legal acts of business partnerships

1. The Constitution of the Russian Federation. Adopted at a national referendum on December 12, 1993. Official text // ATP "Consultant-Plus" according to comp. on 20 Aug. 2012
2. Civil Code Russian Federation. Part one dated November 30, 1994 No. 51-FZ (as amended on November 30, 2011) // ATP "Consultant-Plus" according to comp. on 20 Aug. 2012
3. Federal Law of July 15, 2001 "On State Registration of Legal Entities and individual entrepreneurs"(as amended on 03.12.2011) ATP "Consultant-Plus" as of August 20, 2012
4. Federal Law of October 26, 2002 "On Insolvency (Bankruptcy)" (as amended on 06.12.2011) // SPS "Consultant-Plus" comp. on 20 Aug. 2012
5. Federal Law of May 4, 2011 "On Licensing Certain Types of Activities" (as amended on October 19, 2011, as amended on November 21, 2011) // ATP "Consultant-Plus" according to comp. on 20 Aug. 2012
6. Letter of the Office of the Ministry of Taxation of the Russian Federation for Moscow dated October 27, 2000 No. 03-12 / 44949 "On the determination of profit and its distribution in a general partnership" // ATP "Consultant-Plus" comp. on 20 Aug. 2012
7. Civil Code of the RSFSR 1922 No longer valid.
8. Law of the RSFSR of December 25, 1990 "On enterprises and entrepreneurial activity" // Vedomosti of the Supreme Council of the RSFSR. 1990. No. 30. Art. 418. Repealed.
9. Law of the RSFSR of December 7, 1991 "On the registration fee from individuals engaged in entrepreneurial activities and the procedure for their registration" // Vedomosti of the Supreme Council of the RSFSR. 1992. No. 8. Art. 360. Has lost its force.

Bibliography

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Business partnerships and companies (Scheme 2.2) are recognized as commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). In Europe and Japan, business companies and their associations are called companies, in the USA - corporations.

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 activities, belongs to it by right of ownership. In some cases, a business partnership may be created by one person who becomes its sole participant.

Business partnerships may be formed in the form full partnership and fellowships in faith (limited partnership).

Business companies can be created in form of joint stock company, limited company or With additional responsibility.

Business partnerships

The organization of business partnerships and the organization of their activities established by the Civil Code of the Russian Federation are presented in diagrams 2.5 and 2.6.

From point of view commercial activities It is important to note the following features of business partnerships:

general partners conduct entrepreneurial activities on behalf of the partnership, but the constituent agreement may establish a different procedure for doing business;
participants-contributors (limited partners) do not participate in entrepreneurial activity and in the management of the partnership;
full comrades bear responsibility for all their property, contributors bear risk of loss only within the limits of their contributions;
the profits and losses of both a general partnership and a limited partnership are distributed among the general partners in proportion to their shares in the share capital or in accordance with the terms of the contract (agreement) between the participants. The participant-investor has the right to receive a part of the profit due to his share, in the manner prescribed by the memorandum of association(which is signed by all general partners).

Let us dwell in more detail on the responsibility of participants in a general partnership. The legislative norm providing for unlimited joint and several liability of general partners is established in the interests of participants in the property

Scheme 2.5.

Scheme 2.6.

natural circulation and cannot be canceled or limited by the contract.

Unlimited Liability participants in a general partnership for its debts makes it very attractive to potential counterparties, and also increases the reliability and creditworthiness of the partnership in the eyes of other participants in the property turnover. Let us consider the main issues related to such responsibility.

The partnership itself is primarily responsible for the debts of the partnership as an independent subject of law, having its own property. That's why and the essence of the partnership cannot be the object of recovery for the debts of individual partners.

At the same time, a full partnership is an association of persons from whose contributions the capital of the partnership itself is created. The participants in the partnership derive profit from the use of this capital by directly participating in the affairs of the partnership, and also bear additional (subsidiary) liability for its debts. That's why a participant's share in the property of the partnership may be levied by his personal creditors if there is a lack of other property of the partner to cover debts.

Thus, the creditor of a participant in a general partnership cannot levy execution on the private debts of a participant on the property of a general partnership, however, he can levy execution on his debtor's share in this property, demanding the division of a part of the partnership's property.

The share of property to be allocated or its value is determined according to the balance sheet drawn up at the time the creditors submit their demand for separation. Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership. However, at the same time, he will be responsible for the debts of the partnership over the next two years (Article 80 of the Civil Code of the Russian Federation).

If such a participant transferred any property to the partnership on the right of use, then this property may be levied for its debts, since it is not the property of the partnership, but of the comrade who contributed it. If such property is sufficient to satisfy the claims of the creditor, then the creditor does not have the right to demand also the allocation of the share of such a participant.

It should be noted that a person joining a partnership after its formation is liable on an equal footing with the founders of the partnership, including for those obligations that arose before he joined the partnership. Such responsibility lies with him even if he, entering into a partnership, did not know about certain obligations incumbent on the partnership, and even if these obligations were deliberately hidden from him. In the latter case, this partner has the right, in addition to a general recourse action against the other partners, to also bring an action against them for losses incurred by him as a result of misleading him.

If the participant pays the debt of the partnership, he has the right to claim back against the other participants in proportion the share of participation of each of them in the losses of the partnership. This share of participation must be specified in the contract. If there is no such indication, then the debtor who has fulfilled the joint and several obligation has the right to claim back against the rest of the debtors in equal shares, unless otherwise provided by law or contract. What is not paid by one of the co-debtors falls in equal shares on all the others.

In accordance with paragraph 2 of Art. 75 of the Civil Code of the Russian Federation, a participant who has withdrawn from the partnership is liable for the debts of the partnership within two years from the date of approval of the report on the activities of the partnership for the year in which he retired. The liability of the retired partner remains the same as if he had remained in the partnership, i.e. unlimited and solidary. It extends not only to obligations that arose during his stay in the partnership, but also to those obligations that arise during the entire time during which he remains liable.

Partners are jointly and severally liable for all obligations of a general partnership, no matter for what reasons these obligations arise.(transactions, offenses, unjust enrichment). In addition, partners bear the same liability for obligations arising from transactions concluded by any of the partners, even if not on behalf of the partnership, but in its interests.

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All business entities wishing to work on the wholesale electricity market of Ukraine must sign the contract as a whole, without any reservations.

H In practice, it will not be so easy to classify a contract as a public contract or an accession contract. If in terms of the retail sale and purchase agreement the issue is regulated by the Civil Code of Ukraine itself, then with respect to other agreements not mentioned in the code, the same electricity supply agreement or the agreement on the wholesale electricity market of Ukraine, which were mentioned above, the question remains open. Consequently, the range of contractual relations regulated by the accession agreement should be determined directly in acts of civil legislation.

There are statements in the legal literature that one of the main areas of application of the accession agreement is relations with monopolists, which, due to the lack of competition, impose their conditions on counterparties in the form.

P in relation to monopolists, and especially to natural monopolists, it is necessary to apply the practice of approving standard contracts for the purchase of their goods or the provision of services by them by the body that regulates the activities of monopoly entities, which will balance the interests of the monopolist and the consumer of his goods, works or services.

Attention should be paid to the norms of the Civil and Commercial Codes of Ukraine regarding standard contracts .

In the practice of regulating contractual relations of business entities, standard forms, the so-called model or exemplary contracts, are currently quite widely used. Standard contracts, as a rule, are approved by the Cabinet of Ministers of Ukraine or executive authorities by issuing regulatory legal acts.

Prior to the adoption of the new codes, Ukrainian legislation lacked a clear definition of standard contracts. In the new codes, the definition is present, but the concepts of the standard contract and the procedure for its application differ.

From the meaning of Article 630 of the Civil Code of Ukraine it follows that the application or non-application standard contract for the execution of the transaction depends on the will of the parties to the contract. Proceeding from this position, a standard contract is a recommendation for the parties to the contract to agree on its individual conditions.

The Economic Code of Ukraine takes a different position on this issue. The provisions of this code are standard and exemplary contract regulates the order in which they are used.

Thus, Article 179 of the Commercial Code of Ukraine determines that when concluding a business contract, the parties may determine the text of the contract on the basis of:

- free will, when the parties have the right to negotiate at their own discretion any terms of the contract that do not contradict the law;

An exemplary agreement recommended by the governing body to business entities for use when they conclude agreements, when the parties have the right, by mutual agreement, to change certain conditions provided for in the exemplary agreement, or to supplement its content;

Model agreement approved by the Cabinet of Ministers of Ukraine, or in cases provided by law, by another body state power when the parties cannot deviate from the content of the standard contract, but have the right to specify its terms;

An accession agreement proposed by one of the parties for other possible subjects, when these subjects, in the event of entry into the contract, do not have the right to insist on changing its content.

How kind but , the codes follow the diametrically opposite order of application of the standard contract.

Given the inconsistency between the norms of the codes in matters of contractual relations, for practical application provisions of the codes, it is important to determine the role of each code in their regulation.

A furious controversy erupted in the legal literature regarding the correlation between the norms of the Civil and Commercial Codes of Ukraine.

The opinions of scientists regarding the correlation of codes are divided, in the legal literature this issue is widely debated.

Civilists argue about the supremacy of the Civil Code of Ukraine . O neither believe that the Civil Code of Ukraine is the fundamental normative act, according to which the legal regulation of all property relations of a commodity-money nature is carried out, in other words, the code is a law of both general application and a special law, and the regulation of property relations of business entities is regulated by the Economic Code Ukraine ( 23 ). And since the Civil Code of Ukraine has great legal force, in the event of a conflict of norms of the codes, one should be guided by the law with greater legal force.

Their opponents assign the role of a general law to the Civil Code of Ukraine, and the role of a special law to the Economic Code, which defines the features of regulating relations in the sphere of management. Supporters of the Economic Code of Ukraine believe that its norms, as special in the field of economic relations, are a priority, and only if there are no certain provisions in the Commercial Code of Ukraine, relations should be regulated by the norms of the Civil Code of Ukraine.

For example, A. Bobkova argues that such a ratio of codes is confirmed by the norms of the codes themselves. Thus, part two of Article 9 of the Civil Code of Ukraine admits that the law may provide for special regulation of property relations in the field of economic management, and this article corresponds to part two of Article 4 of the Economic Code of Ukraine, according to which the specifics of regulation of property relations of business entities are determined by this code ( 2 ).

B More convincing is the opinion of scientists that legal relations in the field of entrepreneurship, and therefore contractual relations in this area, should be regulated by the norms of the Economic Code of Ukraine.

P The problem of separating civil legal relations from relations in the sphere of economic management is debatable today, and should be solved by improving the norms of both codes, as well as in the process of practical application of their provisions.

2. Test

Mark the correct answer.

The subject of legal regulation of economic activity consists of:

a) the basic principles of economic management in Ukraine defined by the legislation of Ukraine, economic relations that arise in the process of organization and implementation of non-commercial economic activity between state bodies - business entities, consumers, internal affairs bodies, prosecutor's office, court (owner's court), supervision and control of higher authorities over this activities for profit.

b) economic relations defined by international legal norms and legislation of Ukraine that arise when business entities carry out entrepreneurial activities, supervision and control over this activity by the state in order to coordinate the markets for goods and services in Ukraine and their movement across the customs border.

in) the basic principles of economic activity in Ukraine defined by the legislation of Ukraine, economic relations that arise in the process of organizing and carrying out economic activities between economic entities, between economic entities and other participants in economic relations, supervision and control of this activity by the state in order to eliminate illegality in the field of management, which can lead to negative consequences both for business entities, entrepreneurs and consumers, and for the economy of Ukraine as a whole.

Correct answer - answerAT

The main principles of economic management in Ukraine defined by the legislation of Ukraine, economic relations that arise in the process of organizing and carrying out economic activities between economic entities, between economic entities and other participants in economic relations, supervision and control of this activity by the state in order to eliminate illegality in economic area, which can lead to negative consequences both for business entities, entrepreneurs and consumers, and for the economy of Ukraine as a whole.

3. Test

Mark the excess

For the state registration of a business entity, the following documents are submitted:

a) decision of the owner (owners) of the property or a body authorized by him (them) in cases provided for by law;

b) a notarized receipt of one of the spouses (in case of being legally married at the time of registration) about his consent to engage in economic activity of the spouse;

in) constituent documents provided by law for the relevant type of legal entities;

G) decision of the Antimonopoly Committee of Ukraine on consent to the creation, reorganization (merger, accession) of business entities in cases provided for by law;

d) a document (documents) that certifies the payment by the founder (founders) of the contribution to the authorized capital of a business entity in the amount established by law;

e) mail package standard pattern as a guaranteed contribution of timely state registration;

and) registration card of the established form;

h) a document that certifies the payment of funds for state registration;

and) a document that certifies the non-conviction and non-custodial status at the time of the establishment of the enterprise.

b) a notarized receipt of one of the spouses (in case of staying during registration in a legal marriage) about his consent to engage in economic activity of the spouse;

e) postal package of the established form as a guaranteed fee for timely state registration;

and) a document that certifies the non-conviction and non-custodial status at the time of the establishment of the enterprise.

List of used literature

1. Aksenov I. Some problems of legislative regulation of entrepreneurship. - 1998. - No. 1.

2. Bobkova A.G. On the relationship between the Civil Code and the HC of Ukraine // Legal Practice. - 2003. - No. 30. - p.10

3. Bobkova A.G. Legal support recreational activities. - Donetsk: South - East, 2000. - 308 p.

4. Vasiliev A.S., Muchnik A.G. Legislative protection of social interests as a way of managing the economy. - Odessa: Astro Print, 1999. - Vol. 2. - S. 210 - 218.

5. Gaivoronsky V., Zhushman V. Entrepreneurship, economic and labor activity: legislative regulation. - 1998. - No. 9.

6. Code of the Lord of Ukraine. - K.: Truth, 2003.

7. Gospodarsky Procedural Code of Ukraine // Code of Ukraine. - K., 1998. - Book. one.

8. Gruzinsky I.M., Kravchuk V.M., Pogranichny E.P. Sovereign registration of sub "acts in subprincipal activity: Nauk. - prakt. posib. - L., 2000.

9. Guiwang P. Standard contract and its place in the regulation of contractual relations// Pіdpriєmnitstvo, gospodarstvo i pravo. - 2003. - No. 9. - p. ten

10. Znamensky G.L. Economic legislation of Ukraine: formation and development prospects. - 1996. - 63 p.

11. Ionov V. Business - law: Textbook. - M.: PRIOR, 1998.- 112 p.

12. Krat V. Contract of admission: realities and prospects // Business, government and law. - 2003. - 2003. - No. 1. - p.50

13. Kruglova N.Yu. Economic law. - M.: Rus. Business literature, 1997. - 608

14. Kurbatov A.Ya. The combination of private and public interests in the legal regulation of entrepreneurial activity. - M., 2001. - 212 p.

15. Laptev V.V. Entrepreneurial law: concept and subjects. - M., 1997.

16. Magaziner Ya.M. Soviet economic law. - M., 1928.

17. Mamutov V.K. Legal regulation economic activity in a mixed economy // Economy - law - state regulation: Sat. scientific works. - Donetsk: IZPI NAS of Ukraine, 1993. - S. 3 - 17.

18. Nazarov Yu. Guarantees of freedom of entrepreneurial activity in the field of registration. - No. 1. - S. 22 - 26.

19. Petrov I.V. Commercial Law: Textbook. - St. Petersburg: Publishing house - in Mikhailov V.A., 2001. - p. 656.

20. Podtserkovy O.P. Deregulation of economic processes and change in the mode of normalization of settlement relations in Ukraine. - Odessa: AstroPrint, 1999. - S. 330 - 338.

21. Regulations on the state registration of sub"acts in the process of acquisition of activity: Decree of the Decree of the Cabinet of Ministers of Ukraine on 25.05.98.

22. Sanіakhmetova N.O. Pіdpriєmnitske right. - K., 2003.

23. Under the law of Ukraine / Ed. R. Cones. - H., 2000.

24. Civil law. Zagalna part: Pіdr.// Pіd. ed. Ya.M. Shevchenko. - K. - 2003. - p.14

25. Shnipko O. Day of business activity and main mind development in Ukraine // Business, government and law. - 2002. - No. 6.

26. Shcherbina V.S. Gospodarske Law of Ukraine. - K., 2003.

27. Shkredov V.N. Economy and law. - M., 1990.

28. Economics - law - state regulation. - Donetsk: IEPI NAS of Ukraine, 1992.

29. Yushchik O.I. Legal Reform: Deeper Understanding of Problems in Ukraine. - K., 1997. - 201s.

FEATURES OF LEGAL REGULATION IN CERTAIN FIELDS OF ECONOMY

AREAS AND TYPES OF ECONOMIC ACTIVITIES

1. Features of the legal regulation of economic relations are determined depending on the area social production in which these relations are formed, the features of the area of management, the type of economic activity, economic form the result of economic activity, spacious, on which economic relations are formed (internal or foreign market), features of subjects between which there are economic relations.

2. Legal regulation of economic relations is carried out taking into account the social division of labor that has developed and objectively existing areas of the national economy.

3. Features of the legal regulation of foreign economic relations are determined by Section VII of this Code.

1. The type of economic activity takes place in the case of combining resources (equipment, technological means, raw materials and materials, work force) to create the production of certain products or the provision of services. An individual activity may consist of a single, simple process, or it may cover a number of processes, any of which fall within the relevant category of the classification.

2. In the legal regulation of economic activity and in the implementation government controlled the national economy should take into account the peculiarities of the implementation by economic entities of certain types of this activity.

3. To assign a business entity to the relevant category of accounting, the main, secondary and auxiliary types of economic activity are determined.

4. In order to provide the system of state management of the national economy with accounting and statistical information that satisfies the needs of participants in economic relations in objective data on the state and trends of socio-economic development, economic and financial relationships at the interstate, state, regional and sectoral levels, as well as the introduction international standards in the field of accounting and reporting and transition to the international system of accounting and statistics, the Cabinet of Ministers of Ukraine approves measures for the development of national statistics of Ukraine and state system classification of technical, economic and social information.

5. An integral part of the state system of classification and coding of technical, economic and social information is the classification of species economic activity(KVED), which is approved by the central executive authority for standardization and has the status of a state standard.

6. The objects of classification in KVED are all types of economic (economic) activities of entities.

1. The set of all production units that carry out predominantly the same or similar activities production activities, constitutes an area.

2. The general classification of areas of the national economy is integral part a unified classification system and coding of technical, economic and statistical information that is used by business entities and other participants in economic relations, as well as state authorities and local governments in the process of managing economic activities.

3. Requirements for the classification of areas of the national economy are established by law.

1. To the sphere material production There are areas that are determined by activities that create, restore or find material goods (products, energy, natural resources), as well as continue production in the sphere of circulation (sales) by moving, storing, sorting, packaging products or other activities.

2. All other activities in their totality constitute the sphere of intangible production ( non-productive sphere).

1. Logistics and marketing of industrial and technical products and products consumer goods both of their own production and those acquired from other business entities are carried out by business entities by delivery, and in the cases provided for by this Code, also on the basis of sales contracts.

2. Legislation may provide for the specifics of the supply of certain types of products for industrial purposes or consumer goods, as well as a special procedure for the supply of products for state needs.

3. The main requirements for the conclusion and execution of supply contracts are established by this Code and other legislative acts.

1. Under the supply contract, one party - the supplier undertakes to transfer (deliver) the goods (goods) to the second party - the buyer within the stipulated time (term), and the buyer undertakes to accept the specified goods (goods) and pay a certain amount of money for it.

2. The supply contract is laid down at the discretion of the parties or, respectively, state order.

3. The parties to the supply agreement may be business entities specified in paragraphs 1, 2 of the second part of Article 55 of this Code.

Introduction

Basic provisions on business companies.
Legal regulation.
1. Society with limited liability
2. Additional Liability Company
3. Joint stock company (closed and open type)
4. Subsidiary and dependent companies

Conclusion

Introduction

In conditions market economy there are enterprises, organizations of various organizational and legal forms that differ from each other in the ways in which their owners exercise the right of ownership to their property, cash, securities, including shares, of these objects of ownership.

Among the organizational and legal forms through which the right of ownership is exercised are a joint-stock company and a limited liability company.

Modern Russian business practice and the development of legislation indicate that commercial organizations created in the form of economic companies are most consistent with market realities.

At the same time, in the civil law literature, insufficient attention is currently paid to identifying common features and differences of economic societies.

As a result, a number of circumstances are overlooked that are essential for resolving, for example, such questions: which of the organizational and legal forms is most preferable for conducting business activities from the point of view of the interests of both the economic company itself and its creditors and participants; what are the rights and obligations of participants in a business company of a particular organizational and legal form - how are they similar and how are they different, etc.

Under this term paper an attempt will be made to characterize a joint-stock company and a limited liability company as organizational forms of commercial organizations.

The history of the development of business companies in Russia

In the 19th century in Russia, business companies, in particular, were represented by joint-stock companies, share companies, and limited liability companies.

The transfer of Russia to the capitalist path of development was accompanied by the foundation of more and more new structures corresponding to the new type economic relations. The leading place among them was occupied by joint-stock associations, which were associations that bore the names of "companies", "companies", "partnerships".

Limited liability companies are an invention of German lawyers, made at the end of the 19th century and caused by the independent requirements of practice, which showed the lack of elasticity of joint-stock companies, on the one hand, and the limited possibilities of general partnerships that prevent their wide distribution, on the other. In 1892, the Reichstag passed the Law on Limited Liability Companies. Considered it possible to borrow this institution and Austria, retaining all the essential features of the German law. Somewhat later, societies became widespread in Russia. It is curious that in the USA, England, Holland, Belgium, limited liability companies did not exist. Joint-stock companies have long been rooted there, and their number has increased. Germany and Russia are the exception. Germany and Russia, due to their geographical features, were late in the territorial redistribution of the world. They practically did not have colonies that would allow them to accumulate wealth (although, as modern political scientists admit, Russia did colonize the territory beyond the Urals). The concentration of capital in these countries was inferior to the concentration of material power in England and similar countries. That is why joint-stock companies, suitable for the use of a fairly large mass of capital, were more common.

Shareholder form management appears at a stage in the development of the economy, when there is a need for the concentration of huge capital directed to the solution of global economic problems or the development of new sectors of the economy. The most general definition of a joint-stock company is that it is an organization created by legal or individuals by combining their contributions for the purpose of joint economic activity.

The joint-stock business for Russia in the 19th century was not an imported novelty or a matter exclusively foreign entrepreneurs. The successful activity of "companies on shares" in Russia has been known since the middle of the 18th century. An interesting fact: when in 1767 30 merchants and grain merchants organized a joint-stock company and offered Catherine II to head the supervisory board, the empress willingly agreed to act as director of the joint-stock company, ordering him to give him an interest-free loan of 20 thousand rubles. "for help".

The first JSCs in Russia appeared in the second half of the 18th century. At the beginning of the 19th century, five joint-stock companies were registered, then several more. The joint-stock form of entrepreneurship as an attribute of the market, capitalist model of the economy with great difficulty paved the way in the wilds of Russian feudalism. One of the most successful attempts at joint-stock entrepreneurship in the pre-reform period should be called the creation in 1827 of the First Fire Insurance Company, which lasted until 1917. The Russian south-western shipping company, the founders of which were prominent dignitaries Prince Gagarin and Count Mordvinov.

The Russian government, with the permission of which joint-stock companies could be established, considered this form of entrepreneurship very useful for the state. Therefore, in addition to significant benefits and advantages (granting an exclusive monopoly for a certain period in a particular area of economic activity, exemption from taxes and fees, issuing interest-free loans and credits), the government of Nicholas I took an unprecedented step in Russian economic history, reducing from the first January 1830 interest on deposits from 5 to 4%. It seemed to artificially push Russian capital from the position of passive expectation of an annual five percent profit to look for more profitable points of their application. And this measure had its effect.

Nicholas I was interested in joint-stock foundation. Unlike a trading house, participation in joint-stock companies was all-class, and allowed not only merchants, but also philistines and nobles to be involved in their activities.

All these measures in Russia in the 30s of the 19th century caused a noticeable revival of joint-stock activities. So, only from 1835 to 1838, 45 joint-stock companies were formed. This process received a noticeable acceleration after the adoption in 1838 of the "Regulations on Companies on Shares". And although this law established strict control over the activities of companies, largely limiting the limits of their rights and opportunities (allowing only registered shares and prohibiting bearer shares, allowing transactions only for cash and prohibiting transactions for a period, etc.), nevertheless, the fact legitimization of joint-stock business in Russia opened before him a broad prospect of development.

New wave joint venture followed after the accession of Alexander II (1856). In order to accelerate the aspiration of private capital into the development of industry, the government of Alexander II in 1857 lowered the interest on deposits in order to direct money into circulation. This measure has produced better results than expected. This gave impetus to the industrial and commercial movement that began at the end Crimean War. And, if in 1849-1952. only 3 joint-stock companies were formed, then in 1957 14, and in 1858 20, by the beginning of the reforms there were 128 of them.

The true dawn of the joint-stock business in Russia begins in the era of great reforms. Already in the first 2 years of the transition of the economy to the capitalist model of development, 357 joint-stock companies were established, of which 73 were banking, 163 were industrial. The economic crises of the mid-70s and mid-80s somewhat distorted the dynamics of the development of the joint-stock business in Russia, but did not change the upward trend.

Russian market attracted founders whose activities were admitted on a competitive basis. The peak of joint-stock foundation in Russia fell on the penultimate year of the “golden decade” in the industrial development of Russia 1899, when 156 Russian and 37 foreign companies were founded.

By the beginning of the 20th century, 1,300 JSCs were operating in Russia, they accounted for 2/3 of the total industrial products. By pace industrial development Russia has taken the first place in Europe and the second in the world (after the USA).

The changes in the situation caused by the war could not but affect the nature of the joint-stock company. In 1916, a total of 224 companies were created with a fixed capital of 372.7 million rubles. But most of them failed to collect necessary capital and get down to business as the capital markets began to lag behind entrepreneurial activity. There has been a trend towards an increase in Gründer sentiment among the founding shareholders. That is, more and more companies were established for speculative purposes, based on luck. Another feature is that during the war years the share of joint-stock companies that arose to organize new enterprises increased.

After the February Revolution of 1917, by the Decree of the Provisional Government of March 17, 1917, the right to approve the charters of joint-stock companies and partnerships on shares was granted to the Minister of Trade. All laws restricting the activities of foreign nationals and persons of the Jewish faith were repealed.

It is noteworthy that the March decrees of the Provisional Government remained in force for some time after the 1917 coup. In the middle of 1917, the regulations were supplemented. It was allowed to establish companies with participation in their capitals, profits and management by workers and employees. The ministry developed plans for the formation of such AOs, but they were not implemented in practice. During the war years, unsecured issues of paper money led to a fall in the real value of the ruble. Therefore, it was preferable to own public and private shares, rather than money. The possession of shares made it possible to play on courses. The circle of shareholders also expanded due to entrepreneurs, officers, and intellectuals.

By the time the Bolsheviks came to power in Russia, there were about 2,850 commercial and industrial JSCs with a nominal capital of 6,040 million rubles.

In addition, there were 51 commercial and 10 land joint-stock banks and 58 railway companies. Among the entrepreneurs of that time, there was an opinion that such a political system was short-lived. But completely different moods were generated by the Decree of the All-Russian Central Executive Committee, published on December 14, 1917, that banking in Russia was declared a state monopoly, and all joint-stock and other companies were nationalized. Lenin assumed that the nationalization of both industrial and banking capital would deepen the revolutionary transformations.

In 1917-18 Several decrees were issued prohibiting the activities of AOs and other societies. The final solution to the issue was the publication of the decree of the Council of People's Commissars of March 4, 1919 "On the liquidation of obligations of state enterprises." From March 1, 1919, all enterprises were transferred to state budget financing.

The liquidation of economic companies in the USSR, in turn, was an integral element of the military-economic policy of the Bolsheviks.

As noted in Soviet Russia there were no business entities. Since 1987, there has been an increase in entrepreneurial activity in our country. Privatization, which began since then, has become a kind of antipode of nationalization.

There are several periods of the privatization process in Russia.

1 period 1987-1991 Spontaneous / wild privatization.

1987 Law “On state enterprises”, which allowed to choose a director, the responsibility of enterprises to ministries was reduced, enterprises could set prices for products themselves.

1988 The law “On cooperation in the USSR” was issued, which led to the growth of cooperative enterprises, at that time personal fortunes began to take shape.

In 1991, the Law "On the Privatization of State and Municipal Enterprises in the RSFSR" was issued.

2 period 1992-1994. Mass voucher privatization.

3 period 1994-1998. Monetary privatization and post-privatization distribution of property.

Basic provisions on business companies

The most common types of legal entities under the legislation of the Russian Federation are business companies. In accordance with Article 66 of the Civil Code of the Russian Federation, commercial organizations are recognized as business companies with a division into shares (contributions) of founders (participants) in the authorized capital.

For economic companies, a clear characteristic moment is the unification not so much of the personal efforts of the participants as the property of the participants in the company. They are not liable for the obligations of the company with all their property (with the exception of companies with additional liability), unlike partnerships, and their entrepreneurial risk is limited to the amount of contributions to the authorized capital, which they determine independently and cannot be lower than the amount established by law. Therefore, it is the size of the authorized capital of the company that is the main guarantee of the interests of creditors, which is the main and special difference from business partnerships.

In the process of creating a company, its founders unite their property on certain conditions, fixed in the constituent documents of the company. On the basis of such a combined capital, in the future, and will be conducted economic activity for the purpose of making a profit. Reducing the authorized capital of the company is possible only after notifying all of its creditors, who in this case acquire the right to demand early termination or fulfillment of obligations and compensation for losses.

Members of the society can be both citizens and legal entities. At the same time, the federal law may prohibit or restrict the participation of certain categories of citizens in societies (clause 1, article 7 of the Law). It follows from the meaning of this provision that the participants of a limited liability company may include: a) only citizens (citizen); b) only legal entities (legal entity); c) both citizens (citizen) and legal entities (legal entity).

The right of a citizen to create legal entities independently or jointly with other citizens and legal entities is based on the norms of the civil legislation of the Russian Federation. Article 18 of the Civil Code of the Russian Federation, revealing the content of the legal capacity of citizens, provides, in particular, for the said right of a citizen. But a citizen must be able to exercise this right, be able to acquire and exercise civil rights, create civil obligations for themselves and fulfill them (Article 21 of the Civil Code of the Russian Federation), in other words, a citizen must have civil capacity.

A legal entity, as a general rule, can be a member of the company by virtue of its legal capacity, provided for in Art. 49 of the Civil Code of the Russian Federation, arising from the moment of state registration of the relevant legal entity.

Limited Liability Company

In accordance with the Federal Law "On Limited Liability Companies" (On LLC) dated February 8, 1998 N 14-FZ, a limited liability company is a company established by one or more persons, authorized capital which is divided into shares of the sizes determined by the constituent agreement; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. This law also provides that those participants in the company who have not fully paid their shares are jointly and severally liable for the obligations of the company within the value of the unpaid part of their shares in the authorized capital of the company.

Only the company is the owner of the property belonging to it, including the contributions of the founders (participants) to the authorized capital of the company. Consequently, the participants in the society have in relation to it only obligations, but not real rights to property. A member of a company may claim its property only in cases of its liquidation, upon its withdrawal from it, and in other cases when it must make settlements with it, for example, if it does not receive consent from the other members of the company to alienate a share to another participant.

According to the above law, an LLC owns separate property, which is recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court. It should also be noted that, under the law, an LLC may have civil rights and bear civil obligations necessary to carry out any type of activity not prohibited by federal laws, if this does not contradict the subject and goals of the activity, specifically limited by the company's charter.

In accordance with the Civil Code of the Russian Federation, companies belong to the category of commercial organizations, that is, those whose main purpose is to make a profit. In accordance with this provision, LLCs have general (universal) legal capacity. Such legal entities may carry out any activities not prohibited by law. Separate types activities, the list of which is established by law, a legal entity can carry out only on the basis of a permit (license).

The company is considered to be established as a legal entity from the moment of its state registration. The legal capacity of the company terminates with its liquidation and the entry of an entry about it in a single State Register legal entities. Unless otherwise specified in the articles of association, the company operates without a time limit.

As for the participants of the company, the participants of the LLC can be citizens and legal entities. The law may prohibit or restrict the participation of certain categories of citizens in societies. State bodies and bodies of local self-government are not entitled to act as participants in an LLC, unless otherwise established by federal law. Also, an LLC can be established by one person who becomes its sole participant, but it cannot be sole member another economic company consisting of one person. By law, the number of participants in an LLC must not exceed fifty. In the event that the number of participants in an LLC exceeds the limit established by this paragraph, the company must be transformed into an open joint-stock company or into production cooperative. If within specified period the company will not be transformed and the number of participants in the LLC will not decrease to the limit established by this paragraph, it is subject to liquidation in court at the request of the body that carries out state registration of legal entities, or other state bodies or local governments.

According to Art. 8 of the Federal Law "On Limited Liability Companies", the participants in the company have the right to:

participate in the management of the affairs of the company in the manner prescribed by the legislation of Russia and the constituent documents of the company;
receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its constituent documents;
take part in the distribution of profits;
sell or otherwise assign its share in the authorized capital of the company or part of it to one or more participants in this company in the manner prescribed by the legislation of the Russian Federation and the charter of the company;
withdraw from the company at any time, regardless of the consent of its other participants;
receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.

Members of the company also have other rights provided for by the legislation of the Russian Federation.

Other rights (additional rights) of a participant (participants) of the company may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision general meeting members of the company, adopted by all members of the company unanimously.

Members of the society are obliged:

make contributions in the manner, in the amount, in the composition and within the time limits provided for by the legislation of the Russian Federation and the constituent documents of the company;
limited liability for the obligations of a limited liability company;
not disclose confidential information about the activities of the company.

Members of the company also bear other obligations stipulated by the legislation of the Russian Federation.

In addition to the obligations stipulated by the legislation of the Russian Federation, the charter of the company may provide for other obligations (additional obligations) of the participant (participants) of the company.

Federal Law "On Amendments to Part One of the Civil Code of the Russian Federation and Other Legislative Acts", which entered into force on July 1, 2009, significant changes were made in the list of constituent documents of the LLC. With the entry into force of this law, the constituent agreement is excluded from the number of constituent documents of an LLC. Thus, the only founding document of an LLC is the charter, on the basis of which the activities of the LLC will be carried out. According to

Art. 12 of the Federal Law "On Limited Liability Companies", the company's charter must contain:

full and abbreviated corporate name of the company;
information about the location of the company;
information on the composition and competence of the company's bodies;
information on the size of the authorized capital of the company;
information on the size and nominal value of the share of each member of the company;
rights and obligations of the company's participants;
information on the procedure and consequences of the withdrawal of a company participant from the company;
information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;
information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons;
other information provided for by the legislation of the Russian Federation.

Changes to the constituent documents of the company are made by decision of the general meeting of participants in the company.

The Civil Code of the Russian Federation and the Law, at first glance, define the concept of the authorized capital of a company in different ways. The Code says that the authorized capital is made up of the value of the contributions of the company's participants (clause 1, article 90 of the Civil Code). The law instead of the term "value of deposits" operates with another concept of "nominal value of shares of participants". This contradiction, noted by most commentators on the Law, is only apparent. After all, the nominal value of the share of a member of the company is the amount of money in which his initial contribution to the authorized capital of the organization is valuable. But since the authorized capital itself is not a set of specific things, but a monetary value of the contributions made, the Law is more correct in defining its concept than the Civil Code.

In accordance with Art. 14 of the Federal Law "On Limited Liability Companies", the authorized capital of a limited liability company is made up of the nominal value of the shares of its participants, while the minimum amount of the authorized capital of the company is 100 minimum wages from the minimum wage established by the federal authority on the date of submission of documents for state registration of the company. The size of the authorized capital of an LLC and the nominal value of the participants' shares are determined in rubles.The authorized capital of the company must be at least half paid by its participants at the time of registration of the company. The remaining part is payable by its participants during the first year of activity (clause 3, article 90 of the Civil Code).

The charter of an LLC may limit the maximum size of a participant's share, and may also limit the possibility of changing the ratio of participants' shares. Such restrictions cannot be placed on individual participants. These provisions may be provided for by the charter at its establishment, as well as included in the charter, amended and excluded from the charter by decisionadopted unanimously by all participants.

A contribution to the authorized capital of an LLC can be money, securities, other things or property rights or other rights having a monetary value.

The monetary value of non-monetary contributions to the authorized capital of an LLC, made by participants and third parties accepted into the company, is approved by the decisiongeneral meeting of shareholdersadopted by all participants unanimously.

supreme body limited liability company is the general meeting of its members. All LLC members have the right to attend the general meeting of LLC participants, take part in the discussion of agenda items and vote when making decisions. Provisions of constituent documents or decisions of bodies restricting said rights participants are negligible.

Each participant of the LLC has a number of votes at the general meeting of participants proportional to his share in the charter capital of the LLC. The charter of an LLC upon its establishment or by amending the charter of an LLC by decision of the general meeting of participants adopted unanimously by all participants may establish a different procedure for determining the number of votes of participants in the LLC. Changes and exclusions of the provisions of the charter of an LLC that establish such a procedure are carried out by a decision of the general meeting of participants in an LLC, adopted by all participants unanimously.

The general meeting of participants in an LLC may be regular or extraordinary. The next general meeting of the company's participants is held within the time limits specified by the company's charter, but at least once a year. The next general meeting of the company's participants is convened by the company's executive body. An extraordinary general meeting of the company's participants is held in cases specified by the company's charter, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.

The company's charter may provide for the establishment of a board of directors (supervisory board) of the company. The competence of the board of directors (supervisory board) is determined by the charter of the LLC. The procedure for the formation and activities of the board of directors (supervisory board), as well as the procedure for terminating the powers of members of the board of directors (supervisory board) and the competence of the chairman of the board of directors (supervisory board) are determined by the charter of the LLC.

An executive body (collegiate and (or) sole person) is created in the company, which carries out the current management of its activities and is accountable to the general meeting of its participants. Members of the collegiate executive body companies cannot make up more than one-fourth of the composition of the board of directors (supervisory board) of the company, and the person exercising the functions of the sole executive body of the company cannot simultaneously be the chairman of the board of directors of the company.

The charter of an LLC may provide for the formation audit commission(election of auditor). In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) is mandatory. A member of the audit commission (auditor) may also be a person who is not a member of the LLC.

The functions of the audit commission (auditor) of an LLC, if it is provided for by the charter, may be performed by an auditor approved by the general meeting of participants who is not connected by property interests with the LLC, members of the board of directors (supervisory board), with the person exercising the functions of the sole executive body, members of the collegial executive body and participants.

Members of the audit commission (auditor) of an LLC cannot be members of the board of directors (supervisory board), a person exercising the functions of the sole executive body, and members of the collegial executive body.

Changes in the personal composition of participants in a limited liability company, as well as in their property status, do not lead to its liquidation. The society continues to function, even if there is only one member left in it.

A participant in a limited liability company has the right to withdraw from the company at any time, regardless of the consent of its other participants. At the same time, he is paid the cost of a part of the property corresponding to his share in the authorized capital of the company (Article 94 of the Civil Code). When determining the amount to be paid, it is necessary to take into account whether net assets have increased or decreased in comparison with the size of the authorized capital, unless otherwise provided by the constituent documents.

The reorganization of a limited liability company is carried out in accordance with the requirements of the civil legislation of the Russian Federation. The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation. The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of legal entities created as a result of reorganization. When a company is reorganized in the form of a merger with another company, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the merged company. State registration companies created as a result of reorganization, and making entries on the termination of the activities of reorganized companies, as well as state registration of changes in the charter, is carried out in the manner prescribed by federal laws.

The decision of the general meeting of the company's participants on the voluntary liquidation of the company and the appointment of a liquidation commission is made at the proposal of the board of directors (supervisory board) of the company, the executive body or the company's participant.

The general meeting of participants in a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission. From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court. If the Russian Federation, a constituent entity of the Russian Federation or a municipality is a participant in the liquidated company, a representative of federal body for the management of state property, a specialized institution selling federal property, a state property management body of a constituent entity of the Russian Federation, a seller of state property of a constituent entity of the Russian Federation, or a local self-government body (as amended by Federal Law No. 31-FZ of 21.03. The procedure for the liquidation of a company is determined by the Civil Code of the Russian Federation and other federal laws.

Additional Liability Company

The legal concept of an additional liability company is given by the legislator in Art. 95 of the Civil Code of the Russian Federation. An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company. ALC is essentially a type of LLC, therefore the Civil Code of the Russian Federation provided that the rules of the LLC Code apply to ALCs, unless the Civil Code itself establishes otherwise.

The specific feature that distinguishes this form of entrepreneurial activity is the property liability of the participants in the ALC for the debts of the company. If the property of this company is insufficient to satisfy the claims of its creditors, the participants in the company may be held jointly and severally liable with personal property. At the same time, the amount of this liability is limited it does not concern all of their personal property (as is typical for general partners), but only part of it in a multiple of the amount of contributions made by the participants to the authorized capital. For example, participants can be prosecuted three, five times, etc. the amount of their contributions. This implies another feature of this business entity. In the event of bankruptcy of one of the participants in the ALC, its liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless otherwise provided by the constituent documents of the company.

The authorized capital of an ALC, as in an LLC, is made up of the nominal value of the shares of its participants. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a member of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

Joint stock company (closed and open type)

According to paragraph 1 of Art. 96 of the Civil Code, a joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants of 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.

Joint stock companies belong tolegal entities, in respect of which their participants (shareholders) have liability rights (clause 2, article 48 of the Civil Code of the Russian Federation). Shares owned by a shareholder (participant of a joint stock company) certify the shareholder's obligations in relation to the company. Each ordinary share of the company provides the shareholder - its owner with the same amount of rights. Shareholders - owners of ordinary shares of the company have the right, in accordance with the law and the charter of the company, to participate in the general meeting of shareholders with the right to vote, receive dividends, and in the event of liquidation of the company - part of its property. Shareholders - owners of preferred shares of the company do not have the right to vote at the general meeting of shareholders, unless otherwise provided by the Federal Law "On joint-stock companies"(hereinafter referred to as the Law on Joint Stock Companies). In particular, the owners of preference shares have the right to vote when deciding on issues of reorganization and liquidation of a joint stock company. In order to ensure the rights of shareholders - owners of ordinary shares, the Law provided that the nominal value of placed preference shares should not exceed 25% of the authorized capital of the company.

The founders (shareholders) of a Joint Stock Company may be legal entities and citizens of the Russian Federation, foreign individuals and legal entities. The founders (shareholders) of the Company cannot be civil servants, military personnel, as well as state bodies and local governments. A company may be founded by one person who becomes its sole shareholder. The Company may subsequently become a Company with one shareholder. Society cannot be sole founder another economic company consisting of one person.

The founding document of a joint-stock company is the charter. From the moment of state registration, the requirements of the company's charter become mandatory for all bodies of the company and its shareholders. The charter is approved by the general meeting of shareholders unanimously. If there is only one founder, then his decision to approve the charter is sufficient. The charter is a local normative act of the company.Requirements for the content of the charter are determined by Art. 52, paragraph 3 of Art. 98 of the Civil Code and Art. 11 of the Federal Law "On Joint Stock Companies".

According to Art. 26 of the Federal Law "On Joint Stock Companies", the minimum authorized capital of an open company must be at least 1000 minimum wages established by federal law on the date of registration of the company, and for a closed company - at least 100 minimum wages.

In the process of creating a company, all its shares are distributed among the founders (clause 3 of article 99 of the Civil Code). In accordance with paragraph 1 of Art. 34 of the Federal Law "On Joint Stock Companies", the shares of a company distributed upon its establishment must be fully paid up within a year from the date of state registration of the company, unless a shorter period is provided for by the agreement on the creation of the company. At the same time, at least 50% of the shares of the company distributed during its establishment must be paid within three months from the date of state registration of the company.

In accordance with the legislation of the Russian Federation, there are two types of joint-stock companies: open and closed. An indication of the fact whether a joint-stock company is open or closed must be contained in its company name (clause 1, article 4 of the Federal Law "On Joint-Stock Companies"), in the charter of the company (clause 3, article 11 of the Federal Law "On Joint-Stock Companies ").

The main features of an open joint stock company:

An open joint stock company has the right to conduct an open and closed subscription for the shares it issues and to carry out their free sale;
Shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares.
Shareholders have the right to alienate their shares without the consent of other shareholders and the company, and it is not allowed to establish the pre-emptive right of the company or its shareholders to acquire shares;
JSC shareholders can be both individuals and legal entities (Russian and foreign), while the total number of JSC shareholders is not limited;
The minimum amount of the authorized capital of an open joint stock company is at least 1,000 times the minimum wage;
Shares can be paid as in cash, and property, however, to determine market value property transferred by the founders to pay for shares, an independent appraiser should be involved;
The supreme governing body in an open joint stock company is the general meeting of shareholders;
OJSC allows you to effectively attract investments by placing additional issues of shares (additional issue of shares);
All issues of shares and bonds of JSC are subject to mandatory registration in Federal Service on financial markets, the amount of the state fee for registering shares with the FFMS is 11,000 rubles.
an open joint-stock company is obliged to publish annually in the mass media accessible to all shareholders of this company, the annual report, the balance sheet and the profit and loss account of the company, the prospectus for the issue of shares in cases provided for by the legislation of the Russian Federation.

The main features of a closed joint stock company:

CJSC founders may be Russian citizens, foreign citizens, as well as Russian and foreign legal entities;
Minimum number of shareholders 1, maximum 50 (if this number is exceeded, the CJSC must be transformed into an Open Joint Stock Company);
The minimum amount of the authorized capital is 100 minimum wages (10,000 rubles);
State registration of a CJSC requires mandatory registration of shares with the Federal Financial Markets Service, as well as maintaining a register of company shareholders.
shares of a closed joint stock company are distributed among its founders or other predetermined circle of persons;

Subsidiary and dependent companies

A business company is recognized as a subsidiary if another (main) business company or partnership has the ability to determine the decisions made by such a company.
The rules governing subsidiaries and affiliates are new to Russian law, and the Civil Code of the Russian Federation provides only the most general provisions which have found their development in other normative acts. In accordance with Art. 105 of the Civil Code of the Russian Federation, a company is recognized as a subsidiary in the presence of any of the three signs:

Predominant participation of another commercial organization in its authorized capital

The presence of an agreement on management or other participation in the company, which provides the opportunity to give him binding instructions

Other opportunities to influence decisions made by the subsidiary

If these conditions exist, the controlling company or partnership must be jointly and severally liable for transactions entered into by its subsidiaries and dependent companies in pursuance of the instructions of the first company or partnership that are binding on it. If subsidiaries and dependent companies become bankrupt due to the fault of the parent company, the latter will bear additional (subsidiary) liability for their debts. At the same time, subsidiaries and dependent companies are not liable for the debts of the parent organization, and their participants may demand compensation from the latter for losses caused to subsidiaries through the fault of the controlling legal entity.
Subsidiaries and dependent companies mutually participate in each other's capital, although the degree of this participation does not allow qualifying their relationship as the relationship of the parent and subsidiary companies. At the same time, Art. 106 of the Civil Code of the Russian Federation defines such dependence as the transfer of a 20% participation of one company in the authorized capital of another. In this case, information on mutual participation is subject to official publication, and the current legislation related to monopolization and unfair competition provides for a limit on mutual participation in each other's capital and a limit on the number of votes that one company can use when making a decision by another (dependent) company.
So, characteristic of business companies is the unification not of the personal efforts of the participants, but of their property. Participants are not liable for the obligations of the company (except for companies with additional liability), and their entrepreneurial risk is limited to the amount of contributions to the authorized capital. Therefore, it is the size of the authorized capital of the company that is the main guarantee of the interests of creditors and acquires special significance, uncharacteristic for partnerships. A reduction in the size of the authorized capital of a company is possible only after notifying all of its creditors, who in this case acquire the right to demand early termination or fulfillment of obligations and compensation for losses (as in the case of reorganization).

Legal regulation
1. Limited liability companies

A special act of civil legislation that determines the legal status of a limited liability company, the rights and obligations of its participants, as well as the procedure for the creation, reorganization and liquidation of such a company is the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law), which was adopted on the basis of a direct indication of paragraph 3 of Art. 87 of the Civil Code of the Russian Federation and entered into force on March 1, 1998. It develops and specifies the relevant norms of the Civil Code of the Russian Federation on business companies and, in particular, on limited liability companies.In addition, the Law establishes many rules that are not available in the Civil Code of the Russian Federation.

In 2008 - 2011 a radical reform of the legislation on business companies, including limited liability companies, was carried out. During this period, such large-scale changes and additions were made to the Law that at present it is actually in effect in new edition, established by Federal Laws of April 29, 2008 N 58-FZ, of December 22, 2008 N 272-FZ, of December 30, 2008 N 312-FZ, of July 19, 2009 N 205-FZ, of 2 August 2009 N 217-FZ, dated December 27, 2009 N 352-FZ,

No. 227-FZ dated 27.07.2010, No. 401-FZ dated 12.28.2010, No. 409-FZ dated 12.28.2010, No. 200-FZ dated 11.07.2011, No. 228-FZ dated 18.07.2011

The law determines, in accordance with the Civil Code of the Russian Federation, the legal status of a limited liability company, the rights and obligations of its participants, the procedure for creating, reorganizing and liquidating a company (clause 1, article 1 of the Law).

Establishing the basis for the status of limited liability companies, the Civil Code of the Russian Federation defines the concept and foundations of the legal status of such business companies (Article 87), rules on participants in companies (Article 88), basic requirements for constituent documents (Articles 52 and 89), formation of a charter capital (Article 90), the basics of organizing management in a limited liability company (Article 91), the features of the reorganization and liquidation of such companies (Article 92), the rules on the transfer of a share in the authorized capital of a limited liability company to another person (Article 92). 93) and about the withdrawal from the company of its participant (Article 94).

The law develops and specifies the norms of the Civil Code of the Russian Federation that regulate the legal status of legal entities (Articles 48-65 of the Civil Code of the Russian Federation), in relation to limited liability companies, as well as the norms of the Civil Code of the Russian Federation that establish the basis for the status and organization of the activities of such companies (Articles 87-94 Civil Code of the Russian Federation).

According to paragraph 3 of Art. 87 of the Civil Code of the Russian Federation, the legal status of limited liability companies, as well as the rights and obligations of its participants, are determined by the Civil Code of the Russian Federation and the law on limited liability companies. Thus, the Civil Code of the Russian Federation limits the range of normative legal acts regulating the legal status of business companies of this type, the procedure for their creation, reorganization and liquidation, as well as the rights and obligations of participants in such companies. At the same time, relations that reflect the specifics of some limited liability companies specified in paragraph 2 of Art. 1 of the Law are regulated by special legislation.

Other relations with the participation of limited liability companies may be regulated by other federal laws, as well as by-laws. These are mainly relations, the participants of which can be legal entities, regardless of their types. Examples of legal regulation of such relations can serve as: the Labor Code of the Russian Federation, which regulates labor Relations regardless of the types of legal entities that are employers and forms of ownership (see article 11 of the Labor Code of the Russian Federation); Federal Law of November 21, 1996 "On Accounting", which governs relations related to accounting and reporting by all organizations located on the territory of the Russian Federation, including those established in the form of limited liability companies; other normative legal acts having general meaning for all legal entities.

The law applies starting from March 1, 1998 (Article 59 of the Law) in relation to all limited liability companies in the territory of the Russian Federation, including those that have acquired this legal form in accordance with Art. 6 of the Federal Law of November 30, 1994 "On the Enactment of the First Part of the Civil Code of the Russian Federation". Partial exemptions from this rule are provided for in the fifth paragraph of paragraph 3 of Art. 59 and paragraph 2 of Art. 1 Law.

Based on paragraph 3 of Art. 95 of the Civil Code of the Russian Federation, the norms of the Civil Code of the Russian Federation on limited liability companies, and, accordingly, the provisions of the Law also apply to companies with additional liability, unless otherwise provided by special rules established for these companies (see clause 1 of the resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated 09.12.1999 N 90/14 "On some issues of the application of the Federal Law "On Limited Liability Companies". Further - Resolution N 90/14 of 09.12.1999).

In the form of limited liability companies in the Russian Federation, there are various organizations operating in a wide variety of areas. These are production, construction, trade, intermediary and other organizations, some credit and insurance organizations, investment institutions, agricultural enterprises, and other commercial organizations. As a general rule, in terms of determining the procedure for the creation and legal status of a limited liability company, the rights and obligations of its participants, the procedure for its liquidation and reorganization, the Law is mandatory for all limited liability companies in the territory of the Russian Federation, except when otherwise established by the Law itself.

For example, in accordance with paragraph 2 of Art. 1 of the Law, the specifics of the legal status, the procedure for the creation, reorganization and liquidation of limited liability companies in the areas of banking, insurance and investment activities, as well as in the field of agricultural production, are determined by federal laws. As for the rights and obligations of participants in such companies, then, within the meaning of paragraph 1 of Art. 1 of the Law and paragraph 3 of Art. 87 of the Civil Code of the Russian Federation, these relations are regulated by the Civil Code of the Russian Federation and the Law. Norms of laws that determine the specifics of the procedure for the creation, reorganization and liquidation, as well as the legal status of limited liability companies in the areas of banking, insurance and investment activities, as well as in the field of agricultural production, in terms of regulating the rights and obligations of participants in these companies, protecting their rights and interests must be derived from the norms of the Civil Code of the Russian Federation and the Law.

In this regard, Decree N 90/14 of 09.12.1999 states that the range of issues specified in paragraph 1 of Art. 1 of the Law and art. 87 of the Civil Code of the Russian Federation, according to which the features of the legal regulation of the companies named in them can be established in other federal laws, is exhaustive. On other issues, including those related to guarantees and ways to protect the rights of participants in companies (except for credit institutions established in the form of limited liability companies), the general provisions of the Law apply.

Thus, federal legislation regulating the specifics of the procedure for the creation, reorganization, liquidation and legal status companies specified in paragraph 2 of the article under consideration (and for credit institutions - also providing for the rights and obligations of their participants), may contain rules that differ from those introduced by the Law. In such cases, the legal norms establishing these rules should be considered as special in relation to the general norms of the Civil Code of the Russian Federation and the Law.

Specified in paragraph 2 of Art. 1 of the Law, the features of companies operating in the field of agricultural production, including those reorganized in accordance with Decree of the President of the Russian Federation of December 27, 1991 N 323 "On urgent measures to implement land reform in the RSFSR", may be provided for by federal laws, which in currently not accepted. At the same time, according to paragraph 2 of Decree N 90/14 of 09.12.1999, the peculiarities of the legal status, the procedure for the creation, reorganization and liquidation of limited liability companies in the field of agricultural production apply only to those established on the basis of collective farms, state farms and other enterprises directly engaged in agricultural production, or newly formed to conduct activities in this area, and do not apply to companies operating in industry and processing agricultural products, performing work and providing services to agricultural producers.

Before the adoption of the relevant federal laws, which may contain special rules on the features of limited liability companies in the field of investment activities and in the field of agricultural production, one should be guided by the current legal acts, including by-laws.

Please note that special rules apply not only to the creation, reorganization, liquidation and legal status of companies specified in paragraph 2 of the article in question. For example, the Federal Law of October 26, 2002 "On insolvency (bankruptcy)" provides for special rules on bankruptcy, in particular, agricultural, credit, insurance organizations, as well as on the bankruptcy of professional market participants valuable papers(Chapter IX of the Federal Law "On Insolvency (Bankruptcy)".

joint stock companies

The Federal Law of December 26, 1995 "On Joint Stock Companies" (hereinafter referred to as the JSC Law), adopted by the State Duma on the basis of a direct indication of Art. 96 of the Civil Code of the Russian Federation and entered into force on January 1, 1996, is an act of civil legislation that develops the norms of the Civil Code of the Russian Federation on joint-stock companies and establishes new rules.

The scope of the JSC Law and its place in the system of joint-stock legislation of the Russian Federation are determined by the rules established in Art. 1 of the JSC Law. Thus, it is provided that, in accordance with the Civil Code of the Russian Federation, the said Federal Law determines the procedure for the creation, reorganization, liquidation, the legal status of joint-stock companies, the rights and obligations of their shareholders, and also ensures the protection of the rights and interests of shareholders (clause 1, article 1).

In this regard, it is appropriate to recall that, according to paragraph 3 of Art. 96 of the Civil Code of the Russian Federation, the legal status of a joint-stock company, the rights and obligations of shareholders are determined in accordance with the Civil Code of the Russian Federation and the law on joint-stock companies. Thus, the Civil Code of the Russian Federation limits the range of normative acts regulating the legal status of a company, as well as the rights and obligations of shareholders. On other issues of the activities of joint-stock companies, legal regulation is allowed with the help of other federal laws, as well as by-laws.

Establishing the foundations of the legal status of joint-stock companies, the Civil Code of the Russian Federation defines the concept of a joint-stock company and the main features of such companies (Article 96), their types (open and closed) (Article 97), the procedure for formation (Article 98), general rules on the increase and decrease of authorized capital by joint-stock companies (Article 99-101), introduces restrictions on the issue of securities and the payment of dividends (Article 102), establishes the general principles for organizing management in joint-stock companies and the rules of external audit (Article 103), including the exclusive competence of the general meeting of shareholders, the principles for determining the powers of the board of directors (supervisory board) of the company and its executive body.

It should be noted that paragraph 1 of Art. 1 of the Law on JSC declares the dependence of this Federal Law on the norms of the Civil Code of the Russian Federation and the subordination of the Law on JSC to these norms, emphasizes the relationship of these laws, and also determines the possible limits for specifying the norms of the Civil Code of the Russian Federation in the Law on JSC. Paragraph 1 of Art. 1 has purposeful significance for the entire JSC Law.

The JSC Law not only specifies and develops the norms of the Civil Code of the Russian Federation that regulate the legal status of a joint-stock company, the rights and obligations of shareholders, but also determines the procedure for the creation, reorganization and liquidation of joint-stock companies, which are subject to the JSC Law.

The JSC Law applies to all joint stock companies established or being created on the territory of the Russian Federation, unless otherwise provided by this Federal Law and other federal laws (Clause 2, Article 1 of the JSC Law).

In the form of joint-stock companies in the Russian Federation, there are various legal entities operating in a wide variety of areas. These are, for example, production, construction, trade, intermediary and other organizations, banks, insurance organizations, investment institutions, agricultural enterprises that emerged as a result of the reorganization of collective farms and state farms, commercial organizations created as a result of the privatization of state and municipal enterprises, etc.

In this regard, it is advisable to keep in mind that, as a general rule, in terms of determining the procedure for the creation, reorganization, liquidation and legal status of a joint-stock company, the rights and obligations of shareholders, legal principles and rules for protecting their rights, the Law on JSC is mandatory for all joint-stock companies created or created on the territory of the Russian Federation, except as otherwise provided by the JSC Law itself and other federal laws. For example, pp. 3-4 st. 1 of the JSC Law as exceptions to this rule determine that the features of the creation, reorganization, liquidation and legal status of the individual varieties of joint-stock companies named in them are determined by federal laws. Paragraph 5 of the same article allows the establishment of the specifics of the creation of the joint-stock companies indicated in it in the relevant federal law and other legal acts of the Russian Federation on the privatization of state and municipal enterprises.

With regard to the rights and obligations of shareholders, measures to protect their rights and interests, to companies subject to special legal regulation in terms of the peculiarities of their legal status, as well as the creation, reorganization and liquidation, within the meaning of clauses 1 and 2 of the JSC Law and clause. 3 art. 96 of the Civil Code of the Russian Federation, the relevant norms of the Civil Code of the Russian Federation and the JSC Law are applied. Consequently, the laws that determine the features of the creation, reorganization, liquidation and legal status of insurance organizations, investment funds and other legal entities operating in the form of joint-stock companies, in terms of regulating the rights and obligations of shareholders, protecting their rights and interests, should be derived from the Civil Code of the Russian Federation and the JSC Law.

Therefore, in cases where the rights of shareholders provided for by the Civil Code of the Russian Federation and the JSC Law are violated in certain joint-stock companies, interested parties have the right to demand in court the application of the norms of the JSC Law to specific legal relations that establish guarantees and ways to protect the rights of shareholders. These rules, as a general rule, apply regardless of the specifics of specific joint-stock companies specified in paragraphs. 3-5 of the JSC Law.

As for the regulation of the features of the creation, reorganization, liquidation and legal status of joint-stock companies, the norms of special legislation on legal entities specified in paragraphs 3-4 of Art. 1 of the Law on JSC, which determine the specifics of their creation, reorganization, liquidation, organization of management and control, issue of securities, etc., may contain rules that differ from those established by the Law on JSC or regulate those relations that are regulated by the Law on JSC are not regulated. Features of the creation of joint-stock companies in the privatization of state and municipal enterprises are determined by the federal law and other legal acts of the Russian Federation on the privatization of such enterprises (see clause 5, article 1 of the JSC Law). Features of the legal status of joint-stock companies specified in the second sentence of the first paragraph of paragraph 5 of Art. 1 of the JSC Law are determined by the federal law on the privatization of state and municipal enterprises.

Please note that special rules apply not only to the creation, reorganization, liquidation and legal status of joint-stock companies specified in paragraphs 3-4 of Art. 1 of the JSC Law. For example, the Federal Law of October 26, 2002 "On Insolvency (Bankruptcy)" provides for special rules on bankruptcy, in particular, of agricultural, credit, insurance organizations, as well as on the bankruptcy of professional participants in the securities market (see Chapter IX of the Federal Law "On insolvency (bankruptcy).

Features of the creation, reorganization, liquidation, legal status of joint-stock companies created on the basis of collective farms, state farms and other agricultural enterprises reorganized in accordance with Decree of the President of the Russian Federation of December 27, 1991 N 323 "On urgent measures to implement land reform in the RSFSR", and also peasant (farm) enterprises serving and service enterprises for agricultural producers, namely: enterprises of material supply, repair and technical enterprises, enterprises of agricultural chemistry, forestry enterprises, construction inter-farm organizations, agricultural enterprises, seed-growing stations, flax mills, processing enterprises vegetables are determined by federal laws (see clause 4, article 1 of the JSC Law).

The above rule establishes a list of joint-stock companies operating in agriculture, the features of the creation, reorganization, liquidation and legal status of which are determined by federal laws. Features of joint-stock companies operating in the field of agricultural production, reorganized in accordance with Decree of the President of the Russian Federation of December 27, 1991 N 323 "On urgent measures to implement land reform in the RSFSR", should be regulated by federal laws. It should be noted that the said Decree became invalid on the basis of the Decree of the President of the Russian Federation of February 25, 2003 N 250 in connection with the adoption of the Land Code of the Russian Federation and the Federal Law "On the circulation of agricultural land".

3.3. Open and closed societies

Currently, the legal status of a joint-stock company established in accordance with the legislation of the Russian Federation, in to a large extent determined by whether it is of type open or closed. The affiliation of a joint-stock company to one type or another is reflected in its charter and company name.

It should be noted that companies whose founders are, in cases established by federal laws, the Russian Federation, a constituent entity of the Russian Federation or a municipality (with the exception of companies formed in the process of privatization of state and municipal enterprises) can only be open (p. 4 article 7 of the JSC Law).

The main differences between open and closed joint-stock companies are established respectively in paragraphs 2 and 3 of Art. 7 of the JSC Law.

An open company has the right to conduct an open subscription for shares issued by it and to carry out their free sale, subject to the requirements of the JSC Law and other legal acts of the Russian Federation. Such a company has the right to carry out a closed subscription for the shares it issues, except in cases where the possibility of holding a closed subscription is limited by the company's charter or the requirements of legal acts of the Russian Federation.

The number of shareholders of an open company is not limited.

In an open company, it is not allowed to establish the pre-emptive right of the company or its shareholders to acquire shares alienated by the shareholders of this company.

A company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

The number of shareholders of a closed company must not exceed fifty. If the number of shareholders of a closed company exceeds the specified limit, the said company must be transformed into an open company within one year. If the number of its shareholders is not reduced to the specified limit, the company is subject to liquidation in a judicial proceeding.

Shareholders of a closed company enjoy the pre-emptive right to acquire shares sold by other shareholders of this company at the offer price to a third party in proportion to the number of shares owned by each of them, unless the charter of the company provides for a different procedure for exercising this right. The charter of a closed company may provide for the company's preemptive right to acquire shares sold by its shareholders, if the shareholders have not exercised their preemptive right to acquire shares. Assignment of the said priority right is not allowed.

A shareholder of a company who intends to sell his shares to a third party is obliged to notify the other shareholders of the company and the company itself in writing, indicating the price and other conditions for the sale of shares.

3.4. Subsidiaries and affiliates

The rules of Art. 6 of the JSC Law. This article is based on the rules established in Art. 105 and 106 of the Civil Code of the Russian Federation. It reproduces the norms of the Civil Code of the Russian Federation on subsidiaries and dependent companies and provides for the right of a joint-stock company to have subsidiaries and dependent business companies endowed with the rights of a legal entity.

The company may have subsidiaries and dependent companies with the rights of a legal entity in the territory of the Russian Federation, established in accordance with the JSC Law and other federal laws, and outside the territory of the Russian Federation - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, if not otherwise provided international treaty Russian Federation (see clause 1, article 6 of the JSC Law).

Subsidiaries and dependent companies in the territory of the Russian Federation may be created in accordance with the Civil Code of the Russian Federation, the Law on Joint-Stock Companies and other federal laws (Federal Law of February 8, 1998 "On Limited Liability Companies", Federal Law of July 9, 1999 "On Foreign Investments in of the Russian Federation", the Federal Law as amended by the Federal Law of 03.02.1996 On Banks and Banking Activities", etc., and on the territory of a foreign state - in accordance with the indicated federal laws and the requirements of the legislation of the relevant foreign state, unless other rules are established by an international agreement .

Let us note that the Civil Code of the Russian Federation (Article 105) and the JSC Law directly name two conditions, in the presence of any of which the decisions of the subsidiary are determined by the main ones: 1) the predominant participation of the parent company or partnership in the authorized capital of the subsidiary; 2) the existence of a civil law contract between the parent company or partnership and the subsidiary. Paragraph 3 of Art. 6 of the JSC Law delimits the property liability of a subsidiary from the liability of the main one: the subsidiary is not liable for the debts of the parent company (partnership).

It must also be borne in mind that the liability of the parent company for the debts of the subsidiary in the event of insolvency (bankruptcy) of the latter, as well as in cases of loss subsidiary company can occur only if there is a fault of the main company in accordance with Art. 401 of the Civil Code of the Russian Federation. The Plenum of the Supreme Arbitration Court of the Russian Federation in paragraph 28 of Resolution No. 19 of November 18, 2003 "On Certain Issues of the Application of the Federal Law" On Joint Stock Companies "specially drew the attention of arbitration courts to this circumstance.

In paragraph 4 of Art. 6 of the JSC Law contains a definition of a dependent business company, based on the provisions of paragraph 1 of Art. 106 of the Civil Code of the Russian Federation: a company is recognized as a dependent company if another (predominant) company has more than 20% of the voting shares of the first company.

Conclusion

In our country, business companies are recognized as commercial organizations with authorized capital divided into contributions of participants (founders).

Business companies are represented by several types: joint-stock companies of open and closed type, companies with limited and additional liability.

Joint stock company is commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.

A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sections determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

An additional liability company is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the founders; the participants in such a company bear subsidiary liability for its obligations with their property in the same multiple for all of the value of their contributions, determined by the founding documents of the company.

Joint-stock companies are most common in our country, because they have a number of advantages. They provide a unique form of implementation of collective property, uniting all participants on a single legal basis, while creating an interest in the final results of the work. The issuance and distribution of shares provides a real opportunity for control and management of activities by shareholders.

List of used literature

Regulatory material:

Constitution of the Russian Federation.
Civil Code RF.
Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies".
Federal Law of December 26, 1995 N 208-FZ "On joint-stock companies".

Literature:

Anokhin V.S. Entrepreneurial Law. Textbook for universities /, - M., Ed. "Vlados", 1999, 400s.
Baryshnikov M.N. History of the business world of the Russian Federation, M.: Aspect Press JSC, 1994.
Bogolyubova S.A., Minina E.L. Agrarian law, textbook M.: Eksmo, 2007. - 368s. - (Russian legal education).
Galagin A.A. Origins of Russian entrepreneurship, M.: Os-89, 1997.
Kibenko E.R. Scientific practical commentary on the Law "On business entities" - X .: Espada, 2000.
Podvinskaya E.S., Zhilyaeva N.I. - All about joint-stock companies, M.: 1993.
Slepenkova E.M. The formation of joint stock ownership in the modern Russian economy// Bulletin of Moscow State University, series "Economics", No. 4, 2000.
Yanovskaya N.A. Authorized fund: formation, change, liquidation, publishing house "Factor", Kharkov, 1998.