A legal entity is a legal entity that has its own property, legal address, seal and is able to answer for its actions in court. Currently, there are various organizational and legal forms of business entities.

In general, we can note the division into commercial and non-commercial forms. The former operate with the aim of making a profit in the future, while the latter implement social programs in the course of their activities. The organizational and legal forms of commercial enterprises are of the greatest interest, since they provide expanded reproduction. So, distinguish:

1. Limited and additional liability companies.
2. joint-stock companies.
3. Partnerships.
4. production cooperatives.
5. unitary enterprises.

The essence of any company lies in the fact that its authorized capital contains components or shares that were contributed by different persons in the form of shares. A limited liability company, or LLC, is attractive to investors in that the repayment of obligations to counterparties and creditors is carried out strictly within the limits of available funds, that is, the personal property of depositors is inviolable. Thus, investors risk only the amount within the deposit. placed on the members of the company additional responsibility. In case of liquidation of the enterprise, the amount of debt is divided among all contributors in proportion to the amount of contributions. Moreover, the personal property of investors is also subject to recovery in case of a lack of assets at the disposal of the company.

The solution of the most important issues in society is carried out by convening a meeting, where each of its members has the right to vote. The procedure for leaving the organization depends on the pre-approved founding policy. By agreement of the majority of the members of the council, the charter of the company may contain a note:

On the impossibility of reselling or transferring its share to third parties;

On the requirement of the written consent of all investors to sell their shares or freely withdraw from the company.

There are also such organizational and legal forms as They are characterized not only by the share contribution of funds, but also by the calculation of shares issued by the founders. That is, the authorized capital of the company consists of a certain number of issued shares of a fixed nominal value. These organizational and legal forms of management are of closed and open type. Representatives of the second type allow their shareholders to sell or donate their shares to third parties in a free manner. A CJSC establishes a certain circle of shareholders in advance, and the alienation of shares is not provided.

The next organizational and legal form of a legal entity is partnerships. These are enterprises, which consists of separate shares distributed among the founders. The partnership can be complete and based on faith. Participants of a full type company have all the rights of a legal entity:

• conduct business activities;
• may be defendants in court;
• liable for the obligations of the company with personal property.

A limited partnership includes several limited partners. These persons differ in that they are liable for the company's debt only to the extent of the amounts invested as a share in the start-up capital.

By decision of state bodies, a unitary enterprise is formed. Its characteristic feature is the lack of ownership of property. Indeed, the founders can manage the enterprise, make the most important decisions and distribute profits at their own discretion, but all property and start-up capital cannot be divided into parts or shares, since it is in the power of the state.

Often such organizational and legal forms are formed as an association of persons who strive to achieve common goals. Cooperatives are formed on the basis of share and property contributions of their members. As a rule, they are engaged in production or marketing activities.

Any organization seeking to participate in the commercial, civil or political life of the state must be formalized. That is (YUL). But since different types of activities have their own differences and features, the organizational and legal forms of legal entities also differ.

Types of legal entity

The status of a legal entity is determined by Article 48 of the Civil Code of the Russian Federation. He suggests:

• Separate property.
• Acquisition of civil rights.
• Opportunity to be represented in court.
• Registration in the state register under one of the forms recognized by law.

It follows that in order to legitimize its existence, each association must choose a form that corresponds to the goals of its life.

There are several qualitative differences between legal entities. Here they are.

• In relation to property:
  • Private.
  • State.
• According to the objectives of the activity:
  • Commercial production.
  • Non-commercial.
• According to the founders:
  • Unitary (state) companies.
  • The founders are only legal entities.
  • Mixed composition.
• In relation to participants in property rights:
  • With real (absolute) right to property.
  • With a liability (arising in connection with participation in the company) right to property.
  • Without any right to property.
• In relation to the right to own property:
  • Own.
  • Operational management.
  • Business management.

The concept, functions, examples of types of legal entities are given in this video:

Organizational and legal forms of legal entities

Depending on this division, organizational and legal forms of divisions and companies are formed.

OPF YUL

Institutions

• Participation in business development (reserve or target).
• Implementation of charity or social programs (non-commercial).
• investment programs.

Why accumulate funds and distribute them in accordance with the goals declared during the creation. The capital of the funds (and property) is formed by the participants on the basis of voluntary law.

OOO

The most common type of business entity. The main feature is the minimum risks for the participants, since in the case, the founders are liable only in the amount. Which is formed by the participants of the society during its creation. LLC can be:

• (up to 50).
• Established by individuals only.
• Or legal entities of different forms of ownership.
• Have a mixed membership.

Religious associations

• Innovation activity.
• Work not related to direct production.
• And projects with a risky outcome.

Production cooperatives

Created by the founders for economic activities, the participants of which:

• They contribute their shares or replace them with personal participation in the production of products.
• Participate in the ownership of the enterprise in proportion to their contribution.
• I make decisions only at the general meeting (with the exception of those delegated to the governing bodies).
• They are responsible not only for the share, but also for personal property.

General partnerships

OPF, in which each member of the partnership is liable, regardless of the degree of his participation and the length of stay in the company. characterized by the ability to quickly attract third-party capital. The size of the contribution of the founders to the creation of the company is not limited, but the profit is divided in accordance with the amount of invested funds.

Faith partnerships

The composition of the participants of which is represented by two unequal categories:

• Complete comrades. These are individual entrepreneurs or firms that are fully involved in the management of the partnership and can act on its behalf, but are liable with all personal property.
• Limited partners. They make their financial contribution and receive part of the profits, but do not participate in the work of the partnership. Responsibility is only a contribution.

Companies with additional liability

In the case of the liability of the company's participants, in comparison with the LLC, it is strengthened, and extends to:

• Own property.
• In addition, they are liable for the debts of the company and co-founders in proportion to their shares.

Although such harsh measures are attractive to investors.

Non-public joint-stock companies

Or simply this form by the fact that the entire block of shares of the company is distributed only among the co-founders. That is:

• They cannot bid.
• But they can be resold among the founders through a regular transaction.
• Decisions on revaluation, issue or reduction in the number of shares are taken at the general meeting.

The differences between commercial legal entities and non-commercial ones are described in this video:

The main types of enterprises in Russia today are sole proprietorships, partnerships and corporations. It should be immediately noted that their ratio in countries with market and transitional economies varies greatly. So, in the United States in the late 80s of the twentieth century. of nearly 19 million firms, 73% were sole proprietorships, 9% were partnerships, and 18% were corporations. In the transition economies of the former socialist countries, where there was a high level of concentration of production, the share of small private firms is low. In Russia, small private business still makes up the bulk of the shadow business, preferring an illegal or semi-legal form of existence due to the imperfection of legislation, the tax system, corrupt officials and the criminalization of the economy.

Each of the mentioned types of entrepreneurship has its own advantages and disadvantages, which determine their role in the development of the economy.

Sole proprietorship is an independent business, without the formation of a legal entity. The owner combines the functions of the owner, manager and employee. This makes the business simple, flexible and easily controlled. For a small business, this is a very valuable quality. At the same time, the financial resources of individual entrepreneurs are most often limited by the state of the owner, and this hinders business development. This also explains the fact of frequent bankruptcies of small sole proprietorships.

According to Article 23 of the Civil Code of the Russian Federation, a citizen has the right to engage in entrepreneurial activities without forming a legal entity from the moment of state registration as an individual entrepreneur. Entrepreneurial activities of such citizens are subject to the rules of the Civil Code of the Russian Federation (CC RF), which regulate the activities of legal entities that are commercial organizations. Thus, a citizen is liable for his obligations with all his property, with the exception of property, which, in accordance with the law, cannot be levied. An individual entrepreneur who is unable to satisfy the claims of creditors related to the implementation of entrepreneurial activities by him may be declared bankrupt by a court decision. In this case, the claims of creditors are satisfied at the expense of the property belonging to him.

A partnership is a joint venture: the resources and entrepreneurial skills of two or more people are brought together. From the fact of pooling certain amounts of resources follows the right to an appropriate share of the profits and the obligation to assume responsibility for the losses of the firm. The joint and several liability of partners is unlimited. Management functions can be entrusted to someone else. Unlike sole proprietorships, partnerships can be fairly large firms. Joint entrepreneurship is carried out in the following organizational and legal forms:

A) business partnerships. They own the authorized capital divided into shares (contributions) on the basis of ownership rights. In accordance with the Civil Code of the Russian Federation, there are two types of partnerships: a general partnership and a limited partnership.

Participants in a full partnership are fully liable with their property for all obligations of the company. A general partnership is created on the basis of an agreement. It is not a legal entity, that is, all its members retain full independence. The agreement on the establishment of a general partnership contains information about the name of the partnership; its whereabouts; on the procedure for managing activities; the size and composition of the share capital; the size and procedure for changing the shares of each of the participants in the share capital; terms of making contributions; responsibility of participants for violation of obligations to make contributions.

The affairs of a full partnership can be carried out either jointly or entrusted to one or more participants (Article 72 of the Civil Code of the Russian Federation). In the joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction. In the second case, other participants in order to make transactions on behalf of the partnership must have a power of attorney from the participant who is entrusted with the management of the affairs of the partnership.

A participant in a general partnership is obliged to participate in its affairs in accordance with the terms of the founding agreement. He is obliged to make at least half of his contribution to the share capital of the partnership by the time of its registration. The rest must be paid within the terms established by the memorandum of association.

The profit or loss of a general partnership shall be distributed among its participants in proportion to their shares in the share capital. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

The meaning of creating a general partnership is the pooling of funds and efforts for the implementation of a project. For this purpose, rather large partnerships called consortiums are most often created. A consortium is a temporary agreement between two or more legal entities in order to implement a large-scale project. Membership is voluntary. The consortium ceases to exist after the completion of the project.

A limited partnership is also an association of several individuals and legal entities for joint economic activities on the basis of an agreement. The authorized capital is formed from the shares and contributions of participants. Participants who contributed shares of the authorized capital are full partners and bear full property liability. Members of the partnership who have made contributions do not take part in entrepreneurial activities and are not liable for losses within the amount of their contribution.

The management of the activities of a limited partnership is carried out by general partners. Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf except by proxy. They do not have the right to challenge the activities of general partners in the management and conduct of business of the partnership. The investor has the right to receive a part of the profit of the partnership due to his share in the share capital; at the end of the financial year, withdraw from the partnership and receive your contribution.

The meaning of creating these partnerships is the same as that of general partnerships (consortiums). In foreign practice, limited partnerships are an analogue of limited partnerships. The vulnerable side of entrepreneurship in the form of partnerships is the full responsibility of all or part of their members. This organizational and legal form is used mainly in small businesses.

B) Partnership is also carried out in the form of business companies. These are commercial organizations founded by one or more individuals or legal entities with the contribution of shares (or the full amount) of the authorized capital. Russian legislation provides for 4 forms of business entities:

1) A limited liability company (LLC), founded by one or more individuals or legal entities, liable for obligations and the risk of loss only within the limits of the contributions made. The company has the right of a legal entity. The memorandum of association determines the name, location, subject matter, tasks and goals of the activity, the size of the authorized capital and the shares of all members of the company in it, the number of participants in the LLC (the limit is established by law).

2) Company with additional liability. The peculiarity of this company in comparison with LLC is the extension of liability for the obligations of the company not only to deposits, but also to the rest of the property of members. The liability of the bankrupt company will be distributed among the other participants in proportion to the contributions.

3) Joint Stock Company (JSC). The authorized capital of a JSC is divided into a certain number of shares. Members of the company (shareholders) are not liable for its obligations and are responsible for the activities of the company within the value of their shares. The totality of shares owned by one shareholder is called a block of shares. The larger the stake is concentrated in the hands of a shareholder, the greater control over the company he has. It is possible to form a controlling stake constituting 51% of all shares.

There are two types of joint-stock companies: open (JSC) and closed (CJSC).

The OJSC has the right to conduct an open subscription for issued shares and to sell them on the terms stipulated by the legislation. Shareholders have the right to sell them without the consent of other shareholders. JSC is obliged to annually publish a balance sheet, profit and loss account.

In a closed JSC, shares are distributed only among the founders, and the company does not have the right to conduct an open subscription for its shares.

Funds from the issue and placement of shares form the equity capital of the JSC, and this capital can be increased by additional issues of shares. A JSC may, in order to attract additional resources, issue bonds, the proceeds from the placement of which constitute the borrowed capital of the JSC. The funds mobilized in this way must be returned to the owners of the shares.

The joint-stock form of business organization has a number of significant advantages. The main ones are the ability to mobilize large financial resources, as well as the rapid transfer of capital from one area to another through operations in the stock market. However, the separation of the functions of owner and manager in JSCs can create conditions for abuse and conflicts of interest.

5) Holding companies. They are a kind of JSC, have a more complex organizational structure. The holding company "holds" large, often controlling, stakes in other JSCs. Such an organization pursues the goal of exercising control, management, financial and other functions in relation to those joint-stock companies whose shares it owns. As part of the holding, JSCs retain their legal and operational independence. When creating holdings, the possibility of interaction of capitals is used without their direct merger into a single company.

Thus, modern business knows many types of entrepreneurial activities.

C) The Civil Code of the Russian Federation also provides for state entrepreneurship in the form of unitary enterprises that are not endowed with the right of ownership:

Treasury (federal) - based on the right of operational management of property;

Municipal, functioning on the right of economic ownership of property.

In accordance with Art. 113 of the Civil Code of the Russian Federation, a unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or a local self-government body.

The founding document of a state-owned enterprise is its charter, approved by the government of the Russian Federation. A state-owned enterprise shall, within the limits established by law, exercise the right to own, use and dispose of property. A state-owned enterprise has the right to dispose of the property assigned to it only with the consent of the owner of this property. The procedure for distributing the income of a state-owned enterprise is determined by the owner of its property.

The transition to a market economy means a fundamental change not only of the enterprises themselves, but also of the nature of the relationship between them. Enterprises enter into relationships with each other on their own, guided by market criteria and incentives

1.1.2. The relationship of management and management

1.2. Functions and principles of management

1.2.1. Management functions

1.2.2. Management principles

1.3. Management in the system of market economy concepts

1.3.1. The essence of the system of concepts of a market economy

1.3.2. Management systems based on anticipation of market changes

Priorities of the system of professional development of managers

2. History of development and foreign management experience

2.1. Historical Background of Management

2.1.1. Prerequisites for the emergence of management

2.1.2. Conditions for the formation of a systematic approach to management

2.2. Scientific schools of management

2.3. Features of Russian management

2.3.1. Conditions for the Formation and Development of Russian Management

2.3.2. Domestic priorities in management

3. Methodological foundations of management

3.1.General theory and methodology of management

3.1.1. Economic Methods

3.1.2. Administrative Methods

3.1.3. Socio-psychological methods

3.2. Objects of management activity

3.2.1. Types of objects of management activity

3.2.2. Innovation as an object of management

3.2.3. Information management

3.3. Innovation management

3.3.1. The Importance of Effective Innovation Management

3.3.2. Enterprise innovation policy

3.3.3. Types of innovation

3.4. Management and Entrepreneurship

3.4.1. Entrepreneurship as a function of management

3.4.2. The main goals and functions of entrepreneurship

2. Declaration of manager functions.

II. Organisation management

4. Organizational-legal and economic foundations of the organization's management

4.1. Concept and essence of the organization

4.1.1. The concept and life cycle of an organization

4.1.2. The essence and characteristics of the organization

4.2. Internal and external environment of the organization

4.2.1. Internal environment of the organization

4.2.2. External environment of the organization

4.3. The main types of organizational structures

4.3.1. Linear and functional control structures

4.3.2. Complex functional and matrix structures

4.3.3. Network and ring management structures

4.4. Organizational and legal forms of management in Russia

4.4.1. Historical and modern forms of ownership

Organizational and legal forms of legal entities

4.4.2. Organizational and legal forms of legal entities

4.4.3. Forms of ownership as institutional units

Association types

5. Organizational processes

5.1 Communications in management

5.1.1. General concept of communications

5.1.2. Communication process

5.1.3. Communication styles

Non-verbal communication

5.2. Making managerial decisions

5.2.1. General concept

5.2.2. Decision Models

5.2.3. Management Decision Making Process

5.3. Conflict Management

5.3.1. Conflict Management Process

5.3.2. Conflict resolution methods

5.3.3. Common Mistakes in Conflict Resolution

1. Attempts to resolve the conflict without finding out its true causes, ie. Without diagnostics.

2. Premature "freezing" of the conflict.

3. The subject of the conflict and opponents are incorrectly identified.

4. Delay in taking action.

6. Unsuccessful choice of an intermediary.

8. Passivity of opponents.

10. Lack of work with stereotypes.

11. Generalization of the conflict (there were no measures to limit it, localize it).

12. Errors in the contract.

6.Organizational culture and corporate brand

6.1. Essence and elements of organizational culture

6.1.1. The concept and structure of organizational culture

6.1.2. Content of organizational culture

6.2. Main types of organizational cultures

6.2.1. Universal signs and types of organizational cultures

6.2.2. National differences in cultures

National differences in cultures

6.3. Formation of a corporate brand

6.3.1. The concept and content of the corporate brand

6.3.2. Standard branding program

Vision of the stages of brand building by leading experts

Stage 1. Determination of the goal.

Stage 2. Project planning.

Stage 3. Analysis of the real state of the brand (i.e., ideas about it in the minds of the target segment).

Stage 4. Analysis of the compliance of the actual state of the brand with the desired one.

Stage 5. Analysis of competitors.

Stage 6. Development of a brand development strategy.

Stage 7. Implementation of the strategy. Integrated marketing communications. Organizational changes in the company.

Stage 8. Brand monitoring.

6.3.3. Brand features in telecommunications

6.4 Brand promotion management

6.4.1. Channels and methods of brand promotion

6.4.2. Prevention of dissonance in the process of brand promotion

1. Resource management.

2. Marketing management.

III. Personal management and power

7. Personality model of a modern manager

7.1. Social norms of behavior and business ethics

7.1.1. Ethics of modern business

7.1.2. Organization and conduct of negotiations

7.1.3. business interior

7.2. Formation of a personal image of a manager

7.2.1. Filling a personal image

7.2.2. Features of a constructive behavioral strategy

7.3. Personal development and human capital growth

7.3.1. Human capital in the system of personality development

7.3.2. Structure of human capital

8. Human resource management

8.1. Basic theories of motivation and their application in Russian organizations.

8.1.1. Model of motivation and motivational urges

8.1.2. Content theories of motivation

Pyramid of Needs a. Maslow

Activity characteristics

Definition of labor motivation in modern works of Russian scientists

8.2. Economic and non-economic ways of motivation

8.2.1. Economic incentives

8.2.2. Non-economic ways of motivation

8.3. The concept and types of labor collectives

8.3.1. The concept and formalization of the labor collective

8.3.2. Informal collectives (groups)

8.4. Formation of an effective workforce

8.4.1. Formation of a team and relationships within it

8.4.2. Team building program

1. Lapping

2. "Palace" coup

3. Efficiency

9. Power and leadership

9.1.1. Power and influence. General concept.

9.2. Fundamentals of the concept of leadership

9.2.1. The nature and definition of leadership

9.2.2. The content of the concept of leadership in the management of an organization

9.3. Personal management styles

9.3.1. One-Dimensional Control Styles

9.3.2. Multidimensional Control Styles

9.4. Manager's performance

9.4.1. Efficiency and productivity of managerial work

9.4.2. Economic efficiency of managerial work

9.4.3. Evaluation of the manager's contribution to management effectiveness

1. Recruitment.

2. Organization of work with subordinates and employees.

2.1. Consultations with subordinates.

2.2. Responsibility and delegation of authority.

Literature

Organizational and legal forms of legal entities

Legal entities
Commercial organizations	Non-Profit Organizations
Business partnerships and societies	Consumer cooperatives
General partnerships
Faith partnerships
Limited liability companies	Public and religious organizations
Companies with additional liability
Joint stock companies of open and closed type
Subsidiaries and affiliates
Production cooperatives	Institutions
State and municipal, unitary enterprises
Enterprises based on the right of operational management	Associations of legal entities (associations and unions)
Enterprises based on the right of economic management

4.4.2. Organizational and legal forms of legal entities

Some features of specific organizational and legal forms of organizations, their formation, functioning and management are as follows.

General partnership – this is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

A person may be a participant in only one full partnership.

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. The founding agreement of a general partnership must contain: the name of the partnership; its location; activity management procedure; conditions on the amount and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the participants in the share capital; on the amount, composition and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.

The management of the activities of a general partnership is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants. Each participant in a full partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

Each participant in a full partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly or the conduct of business is entrusted to individual participants. In case of joint conduct of partnership affairs by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

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

The position of full partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules of this Code on participants in a full partnership. A person may be a general partner in only one limited partnership. If the business name of a limited partnership includes the name of a contributor, such contributor becomes a general partner.

A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association is signed by all general partners. The founding agreement of a limited partnership must contain: the name of the partnership; its location; activity management procedure; conditions on the amount and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions; on the total amount of deposits made by contributors.

The management of the activities of a limited partnership is carried out by general partners. The procedure for managing and conducting business of such a partnership by its general partners is established by them in accordance with the rules of the Civil Code of the Russian Federation on a general partnership. Investors are not entitled to participate in the management and conduct of business of the partnership, to act on its behalf otherwise than by proxy. They do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.

Limited Liability Company – it 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. Members of a limited liability company 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 contributions.

Members of the company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants.

The constituent documents of the company are the constituent agreement signed by its founders and the charter approved by them. If a company is founded by one person, its founding document is the charter.

The constituent documents of the company must contain: the name of the company; its location; activity management procedure; conditions on the size of the authorized capital of the company; on the size of the shares of each of the participants; on the size, composition, terms and procedure for making contributions by them, on the responsibility of participants for violation of obligations to make contributions; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The supreme body of the company is the general meeting of its members. An executive body is created in the company, which carries out the current management of its activities and is accountable to the general meeting.

The exclusive competence of the general meeting of participants of the company includes:

change of the charter and size of its authorized capital;

formation of executive bodies of the company and early termination of their powers;

approval of the company's annual reports and balance sheets and the distribution of its profits and losses;

decision on reorganization or liquidation of the company;

election of the audit commission (auditor) of the company.

Issues related to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the executive body of the company.

In order to verify and confirm the correctness of the company's annual financial statements, it has the right to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit).

Additional Liability Company – it 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 in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same amount for all, a multiple of the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the documents of the company.

Joint-Stock Company – This is a company whose authorized capital is divided into a certain number of shares. Members 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.

Shareholders who have not fully paid for the shares shall be jointly and severally liable for the obligations of the joint stock company to the extent of the unpaid portion of the value of their shares.

The trade name of the company must contain its name and an indication that the company is a joint-stock company.

A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts.

An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, shall be recognized as closed. It 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. Shareholders of a closed joint stock company have the pre-emptive right to acquire shares sold by other shareholders of this company. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies, otherwise it is subject to transformation into an open joint stock company within a year, and after this period – liquidation by court order.

The founders of a joint-stock company conclude an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.

The founding document of a joint-stock company is its charter, approved by the founders. The charter of a joint-stock company must contain: the name of the company, its location; activity management procedure; conditions on the categories of shares issued by the company, their nominal value and quantity, on the amount of the company's authorized capital; about the rights of shareholders; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes. The charter of a joint-stock company must also contain other information provided for by the law on joint-stock companies.

The authorized capital of a joint-stock company is made up of the nominal value of the shares acquired by the shareholders.

Public subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint-stock company, all its shares must be distributed among the founders.

The supreme governing body of a joint-stock company is the general meeting of its shareholders.

The exclusive competence of the general meeting of shareholders includes:

changing the charter of the company, including changing the size of its authorized capital;

election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;

formation of the company's executive bodies and early termination of their powers, if the company's charter does not refer these issues to the competence of the board of directors;

approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

decision on the reorganization or liquidation of the company.

In a company with more than fifty shareholders, a board of directors (supervisory board) is created. If it is created, the charter of the company must define its exclusive competence.

The executive body of the company may be collegiate (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders. The competence of the executive body of the company includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the company, determined by law or the charter of the company.

By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or an individual entrepreneur (manager).

The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions by them and speaking on behalf of the company, are determined by the law on joint-stock companies and the charter of the company.

At the request of shareholders, whose total share in the authorized capital is ten or more percent, an audit of the company's activities must be carried out at any time.

Subsidiaries and affiliates . A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.

A subsidiary company is not liable for the debts of the main company (partnership).

The parent company (partnership), which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are mandatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company.

Production cooperative (artel) – this is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural or other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

The founding document of a cooperative is its charter, approved by the general meeting of its members.

The charter of a cooperative must contain: its name, its location, the procedure for managing activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of obligations to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the governing bodies of the cooperative and the procedure for their decision-making.

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

The supreme governing body of a cooperative is the general meeting of its members.

In a cooperative with more than fifty members, a supervisory board may be established to exercise control over the activities of the executive bodies of the cooperative.

The executive bodies of the cooperative are the board and (or) its chairman. They carry out the current management of the cooperative's activities and are accountable to the supervisory board and the general meeting of members of the cooperative.

Only members of the cooperative can be members of the supervisory board and board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board or chairman of the cooperative.

The competence of the management bodies of the cooperative and the procedure for making decisions by them are determined by law and the charter of the cooperative.

The exclusive competence of the general meeting of members of the cooperative includes:

change of charter;

the formation of a supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the cooperative, if this right has not been transferred by the charter to its supervisory board;

admission and exclusion of members of the cooperative;

approval of the annual reports and balance sheets of the cooperative and the distribution of its profits and losses;

decision on reorganization and liquidation of the cooperative.

The law on production cooperatives and the charter of a cooperative may also include the resolution of other issues within the exclusive competence of the general meeting.

Issues referred to the exclusive competence of the general meeting or the supervisory board of the cooperative cannot be transferred by them to the decision of the executive bodies of the cooperative.

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

The charter of a unitary enterprise must contain: the name of the enterprise, its location, the procedure for managing activities, information about the subject and goals of the enterprise, as well as the size of the authorized capital of the enterprise, the procedure and sources for its formation, with the exception of state-owned enterprises.

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

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

A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property.

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local self-government body.

The founding document of such an enterprise is its charter, approved by the authorized state body or local self-government body.

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

A unitary enterprise based on the right of operational management (state enterprise) is created on the basis of state or municipal property.

The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local self-government body.

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

consumer cooperative – this is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining its members with property shares.

The charter of a consumer cooperative must contain: its name, its location, the procedure for managing activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by the members of the cooperative.

Members of the cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Income received by a consumer cooperative from entrepreneurial activity is distributed among its members.

Public and religious organizations (associations) - these are voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs.

Public and religious organizations are non-profit. They have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals.

Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations, including membership fees. They are not liable for the obligations of these organizations, and organizations are not liable for the obligations of their members.

Fund – is a non-membership non-profit organization founded by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals.

The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.

The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which it was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

The procedure for managing the fund and the procedure for forming its bodies are determined by its charter, approved by the founders.

The charter of the fund must contain: the name of the fund, information about its purpose; instructions on the bodies of the foundation, including the board of trustees that oversees the activities of the foundation; on the procedure for appointing and dismissing officials of the fund, on the location of the fund, on the fate of the fund's property in the event of its liquidation.

institution – this is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part.

The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Features of the legal status of certain types of state and other institutions are determined by law and other legal acts.

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What is an OPF? Each organization has its own OPF. The Civil Code of the Russian Federation and other federal laws determine which OPFs can have organizations (legal entities) in the Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is defined by law and enshrined in the charter of each company or non-profit organization, its legal form. The literal decoding of the abbreviation OPF is a legal term: legal form. You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-profit organizations in Russia, you can read below, in the paragraph Types of OPF.

Meanwhile, decoding OPF may have another meaning - economic, namely: main production assets. What's happened"main production assets"? In the science "Economics of the enterprise", OPF is means of labor involved in the production process for a long time and retaining their natural form.

The main production assets of the enterprise include: buildings, structures and facilities, communication and power lines, machinery, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as fixed production assets). Because the OPF in this context, this is an economic concept, and does not affect the main topic of our site - the state registration of non-profit organizations of various organizational and legal forms, those who are important to get more complete information on the topic of the main production assets of the enterprise, we dare to send to the information resource of economic topics. 🙂

verbatim decoding OPF contains no definition what is the legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at the head does not contain it either! The only, rather vague and vague explanation of the concept of OPF is contained in the All-Russian Classifier of Legal Forms OK 028-2012. According to him, " organizational-legal form means a way of securing (forming) and using property by an organization and its legal status and business goals arising from this. "Well, now everything is clear, isn't it? 🙂

Let's try to give our own, more intelligible definition:

The organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation of the type of organization, always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main purpose of its activity), as well as characterizing the assignment of this organization to one of the regimes provided for by law fixing and use of property, activities and procedures for managing the organization.

Types of OPF

Here we will decipher the OPF of organizations in detail, while we will be guided by the same All-Russian OPF classifier.

The main types of OPF of commercial enterprises and organizations:

IP - individual entrepreneur

LLC - limited liability company

ALC - additional liability company

OJSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

SUE - state unitary enterprise

The main types of OPF of non-profit organizations (OPF of NPOs):

PC - consumer cooperative

NGO - public organization

OD - social movement

ANO is an autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

Homeowners association - homeowners association

Of course, the whole range of organizational and legal forms is wider.

Here we have deciphered the OPF of the most common types. We hope that you liked this article and that you have learned all the information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered, or you need to find out the OPF code for OKOPF of your organization, please look in the OPF classifier located at the following link:

All-Russian classifier of organizational and legal forms (OK 028-2012)

With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the legal form (OPF) when preparing documents is a necessary condition for its successful completion.

Sincerely,

staff of the Center for Registration of Non-Commercial Organizations of St. Petersburg and Leningrad Region

Classification of organizational and legal forms

Types of organizational and legal forms of organizations are a classification of business entities in modern conditions.

The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (CC RF), which introduced the concepts of "commercial organization" and "non-profit organization".

Types of organizational and legal forms of organizations

In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:

1. commercial enterprises,
2. Non-commercial enterprises,
3. Organizations without forming a legal entity;
4. state (municipal) organization;
5. state (unitary) enterprise.

Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activities: a company, a partnership, a joint-stock company, unitary enterprises.

In the field of non-profit organizations, one can single out a consumer cooperative, public organizations (movements, associations), a foundation (non-profit partnership), partnerships (gardening, summer cottage, homeowners), an association (union), autonomous non-profit companies.

For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be provided: mutual investment funds, simple partnership, branch (representative office), individual entrepreneur, farm (peasant) economy.

Shape selection

The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are also influenced by some other factors, among which may be organizational, technical, economic and social.

In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, the area of ​​​​commercial activity, the nature and novelty of the products produced. When taking into account the social and economic factors, the amount of start-up capital and the personal characteristics of the entrepreneur and his team are taken into account.

Also, the types of organizational and legal forms of organizations may be limited by the current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).

Types of organizational and legal forms of commercial organizations

Types of organizational and legal forms of organizations of a commercial nature can also be classified into several types:

1. A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners).

   In a full society, partners in obligations are liable with all their property, but in a society based on faith, they are liable in accordance with the amount of their contributions.

2. Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
3. A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
4. Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
5. Peasant farms are an association for the purpose of conducting agriculture, based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

Organizational and legal forms of enterprises

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which the legal status of the organization subsequently follows.

Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

At present, there are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint-stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, country, homeowners);
• associations and unions;
• non-profit autonomous organizations.

For enterprises that do not form a legal entity, the following types of OPF are provided:

• Mutual investment funds - mutual investment funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farming (peasant) farms.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of form is based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being produced, in the second case, the amount of start-up capital and personal characteristics of both the entrepreneur and his team.

In addition, the choice of the form of the enterprise is limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).

The scale of the enterprise is also important. So, for small enterprises of small, medium-sized businesses, it is optimal to make a choice in favor of a closed joint-stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of people. This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks in the country.

Also, when choosing a form of enterprise, the size of the authorized capital is also important. So for CJSC it is 100 units of the minimum wage, for OJSC - 1000 units of the minimum wage.