Characteristic features of organizational and legal forms of enterprises. Organizational and legal forms of enterprises, a brief description

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Federal Agency for Education

NOU HPE "Nizhny Novgorod Institute of Management and Business"

Faculty of Law

Department of Business Economics

Test

in the discipline "Economics and finance of the organization"

Characteristics of the legal form of the enterprise

Done: student

IV course group 13Р

Zvonkova Maria Petrovna

Scientific adviser:

Malyatina Elena Sergeevna

Nizhny Novgorod - 2014

Introduction

1. Organizational and legal forms of enterprises: concept and essence

2. Current organizational and legal forms of enterprises in Russia

3. Comparison of various organizational legal forms enterprises

Conclusion

List of used literature

Introduction

Entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, the comparative advantages of one form or another. Organization, production and exchange of goods, enterprise management mechanism, investment and project management - these are the main issues that arise when determining the legal status of an enterprise within the framework of the accepted organizational and legal structure. It is from the correct understanding of the essence of the organizational and legal form of the future enterprise that its future success largely depends.

Relevance of the research topic: The economic problems of the choice and functioning of the organizational and legal form for the enterprise are of great practical and theoretical importance.

Practical significance. From the choice of the organizational and legal form of the enterprise, questions such as: who and to what extent is responsible for the obligations of the company; who is authorized to enter into transactions on behalf of the organization; in whose jurisdiction is the solution of certain issues or management decisions, etc., which are among the paramount for the entrepreneur.

In Russia, the organizational and legal forms of enterprises are determined by the Civil Code (CC), which contains articles on possible forms of organizations, as well as on the rules for their management, which will be discussed in detail below.

The purpose of the work: to determine the main problems of the choice and functioning of the organizational and legal form for the enterprise. In accordance with the goal, the main tasks are distinguished:

Consider the concept and essence of the organizational and legal forms of the enterprise;

Describe the main organizational and legal forms of enterprises in Russia;

Highlight the advantages and disadvantages that are significant for the choice and problems of functioning, the main organizational and legal forms of enterprises.

In accordance with the goals and objectives, the following structure of the work has been formed: the work consists of an introduction, three main sections, a conclusion and a list of references.

1. Organizational and legal forms of enterprises: concept and essence

The organizational and legal form of enterprises is a concept that has entered the legislation and practice and is used to characterize organizations that are independent subjects of economic activity, including entrepreneurial. It embodies the essential organizational and legal features that are common to legal entities, business organizations various kinds. These signs can be summarized in two groups.

The first reflects the organizational connection of any legal entity with the law, legislation. Violation of the established procedure deprives the activity of a legal entity of due legal consequences. Therefore, before entering into business contacts with an organization, you should make sure that the order of its establishment is observed. Any legal entity can be formed only in those organizational and legal forms that are established by law. An exhaustive list of types of organizational and legal forms of commercial organizations is given in part one of the Civil Code of the Russian Federation (economic partnerships and companies, production cooperatives, unitary enterprises). Commercial organizations cannot be created in other organizational and legal forms. A legal entity is authorized to act only within the limits (framework) that are outlined by law for the type of organizational and legal form to which this legal entity belongs. Fourthly, all legal entities are subject to the requirement to observe the rule of law in their activities.

The second group of signs of the organizational and legal form reflects the main thing in the characterization of a legal entity as a participant in economic, entrepreneurial relations - its property status. Firstly, one or another type of organizational and legal form gives a clear answer to the question of the genesis, origin of the property on the basis of which this legal entity was created and operates, and, accordingly, the basis for its ownership of this property. Secondly, the organizational and legal form reveals the internal property relations of legal entities: the composition of the property, what relation the founders (members) of the legal entity have to it, how the property is disposed of. Some legal entities have authorized capital (limited and additional responsibility, joint-stock companies), others - the statutory fund (state and municipal unitary enterprises), the third - share capital (general partnerships and limited partnerships), the fourth - share contributions (production and consumer cooperatives). Thirdly, the organizational and legal form clearly defines with what property a legal entity is responsible for its obligations. A general rule has been established that legal entities, except for institutions financed by the owner, are liable for obligations with all their property. Participants (general partners) of economic partnerships are liable for the obligations of the partnership with their own property. With regard to business entities, unitary enterprises, the legislation specifically emphasizes the role authorized capital(fund), which determines minimum size property that guarantees the interests of their creditors. The lower limit of the fund is established by law.

If the legal form ceases to satisfy the interests of a legal entity, then this does not entail the need to liquidate such a person and form a new one. The organizational and legal form chosen during the creation of a legal entity can later be changed by its reorganization.

Thus, the main economic structural unit in a market economy is the enterprise. It is the enterprise that is the producer of goods and services, the most important market entity entering into various economic relations with other entities.

2. Current organizational and legal forms of enterprises in Russia

The Civil Code of the Russian Federation makes the main division of organizational and legal forms in Russia into commercial and non-profit organizations. Let us consider the organizational and legal forms of commercial organizations in more detail.

Commercial organizations:

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). The property of such partnerships, created at the expense of contributions, produced and acquired in the course of activity economic partnership belongs to them by right of ownership. specific entrepreneur or commercial organization can be a member of only one partnership at a time (unless he acts as a limited partner). State and municipal bodies are not entitled to act as a contributor, except in cases established by law. According to the legislation of the Russian Federation, participation may be prohibited or limited. certain categories citizens in business partnerships and companies, with the exception of open joint-stock companies. Investments in the share capital can be money, securities, things, as well as property rights that have a monetary value. In accordance with the concluded agreement, the participants in the partnership are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property. Business partnerships, as well as limited and additional liability companies are not entitled to issue shares. Under the current legislation, business partnerships can be created in the form of a general partnership and a limited partnership (limited partnership).

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership. Participants in a full partnership jointly and severally bear additional (subsidiary) liability with their property for the obligations of the partnership. A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. If, as a result of losses incurred by the partnership, the value of its net assets will become smaller size its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the share capital of the partnership. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise provided in the memorandum of association. Providing for the possibility of withdrawal of a participant from a general partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the share capital, and by agreement with him, it is possible to issue property in kind. At the same time, the shares of other participants increase. A participant in a partnership, under the law, has the right to transfer his share or part of it in the share capital to another participant or a third party, subject to the consent of all members of the partnership.

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

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

Society with limited liability- organizational and legal form of an enterprise created by agreement of legal entities and individuals by combining their contributions in order to implement economic activity and making a profit. The profit received by the LLC is distributed in proportion to the contributions of its participants or founders. Participants in a limited liability partnership are liable for its obligations only within the limits of their contributions; liability does not extend to their property and savings. Since the members' contributions become the property of the society, they do not bear "liability" for its debts, "limited by the scope of their contributions", but only the risk of loss (loss of their contributions). Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each member of the company.

Members of the society may be citizens and legal entities. State bodies and bodies local government shall not be entitled to act as participants in companies, unless otherwise provided by the law "On Limited Liability Companies". A society can be founded by one person who becomes its sole participant. Society cannot be sole member another economic company consisting of one person. The number of participants should not exceed 50 people. If it exceeds the limit established by law, then the company must be transformed into an open joint-stock company within a year, and after this period it must be liquidated in court, if the number of its participants does not decrease to the limit established by law.

A limited liability company has two founding documents - a memorandum of association signed by its founders and a charter approved by them. If a company is founded by one person, its founding document is the charter.

The authorized capital of the company consists of the nominal value of the shares of its participants. The size of the authorized capital of a company cannot be less than the amount determined by the law on limited liability companies. According to the law, its amount must be at least 100 times the minimum wage established by federal law on the date of submission of documents for state registration. A contribution to the authorized capital of a company may be money, securities, other things or property rights or other rights having a monetary value. According to the Civil Code of the Russian Federation, the authorized capital of a limited liability company must be at least half paid by its participants at the time of registration of the company. The remaining unpaid part of the authorized capital of the company is subject to payment by its participants during the first year of the company's activity. In case of violation of this obligation, the company must either declare a decrease in its authorized capital and register its decrease in the prescribed manner, or terminate its activities through liquidation. A reduction in the authorized capital of a limited liability company is allowed after notification of all its creditors. The latter have the right in this case to demand early termination or performance of the relevant obligations of the company and compensation for their losses. A member of an LLC has the right to sell or otherwise assign his share in the authorized capital or part of it to one or more members of this company. Members of the company enjoy the pre-emptive right to purchase a share of a member (its part) in proportion to the size of their shares, unless the charter provides otherwise.

A participant in a company has the right to withdraw from the company at any time, regardless of the consent of its other participants or the company. In the event of a participant's withdrawal, his share passes to the company from the moment of filing an application for withdrawal. At the same time, the company is obliged to pay the company participant who submitted the application for withdrawal the actual value of his share, or, with the consent of the company participant, to give him property of the same value in kind, and in case of incomplete payment of his contribution to the company’s authorized capital, the actual value of part of his share, proportional to the paid part of the contribution. If a property right was invested in the authorized capital as a share, then when the participant leaves the company, the property is returned to him; the cost of depreciation of such property is not reimbursed. A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its members. LLC has the right to be transformed into a joint-stock company.

An additional liability company is a business company founded by one or more persons, the authorized capital of which is divided into shares of certain founding documents sizes; the participants are jointly and severally liable for its obligations with their property in the same multiple for all of the value of their contributions. In case of bankruptcy of one of the participants, his additional liability for the obligations of the company is distributed among the other participants, in proportion to their contributions. With the exception of the specified subsidiary liability of the participants, the status of an additional liability company is similar to the status of an LLC and fits into the legal norms of the latter.

Joint stock companies are the most common and complex organizational and legal type of organizations. Legal regulation The activities of a joint-stock company are carried out with the help of the relevant norms of the Civil Code, as well as the law "On Joint-Stock Companies". The creation of a JSC is possible in two ways: through the establishment and through the reorganization of a legal entity. Like other economic entities, joint-stock companies are created in the constituent order, but the legislation distinguishes between general and special order AO institutions. It is allowed to establish a joint-stock company of any type with only one founder, however, a joint-stock company cannot have another economic company consisting of one person as the sole founder.

A joint-stock company is a company whose authorized capital is divided into a certain number of shares, certifying the obligations of the participants, i.e. shareholders. Unlike partnerships, joint-stock company participants (shareholders) limit their liability for the obligations of the company in advance and bear the risk of losses only within the limits of their contributions (the value of their shares. The founders of a joint-stock company can be both legal entities and citizens, including foreign ones in accordance with the Law on foreign investment. The founders of a joint-stock company conclude an agreement between themselves. State bodies (local self-government bodies), unless otherwise provided by laws, cannot act as founders of a joint-stock company. A joint-stock company may be created by one person or consist of one person in the case of acquisition by one shareholder of all shares of the company.Information about this must be contained in the charter of the company, be registered and published for public information.A joint stock company acquires the rights of a legal entity from the moment of its state registration.The founding document of a joint stock company is its charter.He is prepared by the founders during the creation of the company and approved by the general meeting of the founders.

When registering a JSC of any type, at least 50% of the authorized capital must be paid. The rest must be paid within a year from the date of registration. The minimum authorized capital of a JSC is predetermined by the legislator. For open society it must be at least 1000 times, and for a closed company - at least 100 times the amount of the minimum wage established by law on the date of registration of the company (in the Russian Federation). A joint stock company has the right to be transformed into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

There are two types of joint-stock companies - open and closed, depending on the composition of the founders, the method of formation of the authorized capital and the status of its participants.

An open joint-stock company has the right to conduct an open subscription for its shares and alienate them without the consent of other shareholders, and the number of shareholders themselves is not limited. 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 openness of a joint-stock company is also expressed in the fact that it is obliged to annually publish to the public an annual report, a balance sheet, and a profit and loss account. The law does not prohibit the transformation of a closed society into an open one and vice versa, and this is not considered as a change in the legal form.

A closed company is recognized, the shares of which are distributed only among the founders and other specified in advance circle of persons. Such a company is not entitled to conduct an open subscription and distribution of shares. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by other shareholders, and in accordance with the charter and within the limits of the law, the JSC as a whole also has such a pre-emptive right.

The number of participants (founders) of a joint-stock company cannot exceed the number of 50 established by law, otherwise it is subject to transformation into an open joint-stock company within a year, and upon the expiration of this period - liquidation by judicial procedure.

Subsidiaries and dependent business companies. According to the Law "On Joint-Stock Companies" JSC has the right to organize subsidiaries and dependent companies as in the territory Russian Federation(in compliance with the requirements of Russian legislation), and outside it (within the framework of the legislation of the relevant state, unless otherwise provided by an international treaty of the Russian Federation). These enterprises are legal entities (as opposed to branches and representative offices). Any business company can be recognized as a subsidiary and dependent company: joint-stock company, limited liability company or additional liability company. A characteristic feature of subsidiaries and dependent companies is that the main ("parent") company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if: the participation of the main company or partnership prevails in its authorized capital; there is an agreement between them; the parent society or partnership may determine the decisions taken by this society.

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

An economic company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint and several or subsidiary liability for debts. Information about this must be recorded in the manner prescribed by law. They are necessary both for interested participants in economic turnover and for state regulatory bodies, which, in order to prevent monopoly, set limits for such participation.

Production cooperative - a voluntary association of citizens on the basis of membership for joint production or 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 of its members (participants) of property share contributions. Unlike economic societies and partnerships, joint production or other economic activities of a cooperative must be based on membership and on the personal labor participation of its members, while personal labor participation is not mandatory for business societies and partnerships. The profit is distributed among the PC members in accordance with their labor participation. A legal entity can also be a member of a production cooperative.

Ownership of a PC is a special form of collective ownership, use and disposal of property. It is implemented by participating in the management of the property of all members of the cooperative on an equal basis: one member - one vote; a representative of a legal entity also has one vote. The members of the production cooperative themselves determine the minimum amount possible for them mutual fund, the size of the share contributed by each participant, the procedure for its contribution, liability for violation of obligations to make contributions. The specified information is reflected in the charter of the PC.

Unlike other commercial organizations, the legislator grants a cooperative member the right to make up to 10% of the share contribution by the time of state registration. The remaining amount must be paid within a year from the date of registration of the PC.

Money, securities and other property, including essential rights, as well as land that is the object of civil law transactions, can be contributed as a share contribution, within the limits established by the legislation on land and natural resources.

The production cooperative operates on the basis of the charter and founding agreement. A production cooperative, by unanimous decision of its members, may be transformed into a business partnership or company.

State and municipal unitary enterprise - a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. This property cannot be distributed among deposits, shares, shares, including between employees of the enterprise. In a unitary form, only state and municipal enterprises. The property with which they are allotted is, respectively, in state or municipal ownership and belongs to enterprises on the right of economic ownership or operational management. The management body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property. Thus, the measures of economic isolation of unitary enterprises are clearly and strictly defined.

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

Thus, we briefly reviewed the organizational and legal forms of enterprises in Russia.

3. Comparison of various organizational and legal forms of enterprises

For doing business, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC).

CJSC and LLC have a lot in common, including:

The same procedure and conditions for conducting economic and financial activities and taxation;

The same amount of the minimum authorized capital (equal to 100 minimum wages);

The same restrictions on the number of founders (from one to fifty persons, both legal entities and individuals).

CJSC and LLC have several fundamental differences between themselves, namely:

a) Much greater protection of the property interests of an LLC participant compared to a CJSC shareholder:

When leaving the LLC, its participant is paid the actual value of his share in the property of the LLC (determined on the basis of the data of the LLC's financial statements) in cash or, with the consent of the withdrawing participant, he is given property of the same value in kind;

In a CJSC, the property and assets of a joint-stock company can be distributed among shareholders only in the event of its liquidation, and the exiting shareholder has the right to sell his shares at market value, which, despite the significant amount of net assets of CJSC, can be very small.

On the other hand, this state of affairs makes a CJSC, in comparison with an LLC, much more secure, due to the lower probability and possibility of "pulling away" the company's property by the outgoing shareholders.

b) In accordance with the requirements of the current legislation, a CJSC, after its state registration, must necessarily register the issue of its shares in Federal Service on financial markets(FFMS). The registration procedure for the issue of shares is obligatory, paid additionally and takes time, however, while the shares are registered with the Federal Financial Markets Service, a CJSC, from the moment of its state registration, has the right to fully carry out economic and financial activities without any restrictions.

c) From the point of view of the prevailing psychological and everyday perception of LLC and CJSC as subjects of economic and financial relations, CJSC is preferable compared to LLC, because is considered an enterprise with a higher status and is perceived with much more respect and trust, both by business partners and, often, by officials at various levels.

Thus, an LLC is a simpler and cheaper legal form to create, which, based on the prevailing psychological and everyday perception, has a much lower value compared to a CJSC. business reputation and less trustworthy. The next most common organizational and legal form of a commercial organization in business circulation is an open joint-stock company (OJSC). An OJSC has the same differences from an LLC as a CJSC. Compared to CJSC, OJSC has an even higher business status and the following differences:

a) The value of the authorized capital of an open joint stock company is 1000 minimum wages (for a closed joint stock company - 100);

b) At the end of each financial year, the OJSC is obliged to invite an independent audit organization (auditor) to conduct an audit;

c) JSC is obliged to publish annually in the media mass media available to all shareholders of this JSC annual report, balance sheet, profit and loss account, as well as other information established for OJSC by the current legislation;

d) The number of shareholders in an OJSC is not limited;

e) In the event of a change in the composition of shareholders (without change total value authorized capital, face value and number of shares);

CJSC - is obliged to make state registration of such changes in the manner prescribed by applicable law;

JSC - is limited to only entering information about the change in the composition of shareholders in its internal document-register of shareholders.

f) When a shareholder sells his shares:

In a CJSC: other shareholders of this CJSC enjoy the pre-emptive right to acquire the shares being sold at the offer price;

In OJSC: a shareholder has the right to sell his shares to any person of his choice.

The list of the most popular organizational and legal forms of commercial organizations is completed by a production cooperative (PC) - a voluntary association of citizens on the basis of membership for joint production and other economic activities based on their personal labor and other participation and the association of property shares by members of the PC.

Dwell in detail on such above-mentioned organizational and legal forms, an additional liability company, a limited partnership, a general partnership, since they, due to their specific features, are unprofitable in doing business.

Thus, we examined the essence and main forms of organizational and legal enterprises in Russia and found out that the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC).

Conclusion

entrepreneurial property partnership joint stock

In accordance with the goals and objectives set, as a result of the work carried out, we came to the following main conclusions:

The concept and essence of the organizational and legal forms of an enterprise are determined by the Civil Code (CC), which contains articles on possible forms of organizations, as well as on the norms of their management. The main organizational and legal features that are common to legal entities, business organizations of various types can be summarized in two groups. The first reflects the organizational connection of any legal entity with the law, legislation. The second - reflects the main thing in the characterization of a legal entity as a participant in economic, entrepreneurial relations - its property status. In accordance with these characteristics, enterprises are divided according to organizational and legal characteristics;

The organizational and legal forms of enterprises in Russia are divided into general partnerships, limited partnerships, limited liability companies, additional liability companies, joint-stock companies, subsidiaries and dependent business companies, production cooperatives, state and municipal unitary enterprises;

For doing business, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC) due to certain features of their status and relative ease of management, registration, etc. Production cooperatives are less common. Such organizational and legal forms as an Additional Liability Company, Limited Partnership, General Partnership, due to their specific features, are unprofitable when doing business.

List of used literature

1. Civil Code of the Russian Federation (Civil Code of the Russian Federation) of November 30, 1994 N 51-FZ - Part 1 (adopted by the State Duma of the Federal Assembly of the Russian Federation on October 21, 1994) (current version of May 5, 2014) .

2. Federal Law No. 208-FZ of December 26, 1995 (as amended on July 21, 2014) "On Joint Stock Companies" (as amended and supplemented, effective from September 1, 2014).

3. Vlasova V. M. Fundamentals of entrepreneurial activity. - M.: Finance and statistics, 2006.

4. Gruzinov V., Gribov V. Forms and methods of organizing entrepreneurial activity // Economics of the enterprise. - M., 2006.

5. Zhilinsky S. E. Entrepreneurial law ( legal basis Entrepreneurship): Textbook for universities. M.: Publishing house NORMA, 2001.

6. Mamedov O.Yu. Modern economy. - Rostov - on - Don: 2007.

7. Shishkin A.F. Economic theory. - Voronezh: 2005.

8. Enterprise Economics: Textbook / Ed. prof. ON THE. Safronov. - M.: "Jurist", 2005.

9. Economic theory. Tutorial. \ Under. Ed. Kosovoi R.A., Latovoy Yu.V. T., 2006.

10. Economic theory. Ed. Bazyleva N.I. - M.: 2006

11. Economic encyclopedia. Ed. Abalkina L.I. - M.: 2007.

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Introduction

Chapter 1. Organizational and legal forms of organization

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 General characteristics of the enterprise OJSC "Magnit"

Introduction

Topic term paper"Organizational and legal forms of enterprises and their characteristics". The topic of the course work is relevant as modern economy The Russian Federation is based on a variety of forms of ownership and involves the functioning of enterprises of various organizational and legal forms. Economic entities (organizations , businesses, households).

Objectives of the course work:

Consider the concept and essence of the organizational and legal forms of the enterprise;

Evaluation of the effectiveness of organizational and legal forms of enterprises;

Analyze the balance on the example of the enterprise OJSC "Magnit".

The course work consists of an introduction, two main sections, a conclusion and a list of references.

The introduction defines the relevance, objectives of the study, builds the structure of the course work.

The first chapter includes the concept and main features of the enterprise. This chapter also considers the role and structure of the enterprise, organizational and legal forms of enterprises.

In the second chapter, the organizational and legal characteristics are considered on the example of the enterprise OJSC "Magnit", as well as an analysis of the balance sheet of the enterprise.

Chapter 1. Organizational and legal form of organization

legal commercial balance

1.1 The concept, features and principles of enterprise organization

Enterprises can be created in different organizational and legal forms, which is regulated by the Civil Code of the Russian Federation.

The organizational and legal form is a legally fixed form of ownership, a way of forming the capital of an enterprise, distributing results and responsibility for its activities.

When deciding on the choice of organizational and legal form, the entrepreneur determines the required level and scope of possible rights and obligations, which depends on the profile and content of future activities, the possible circle of partners, and the legislation existing in the country.

The legal form of an enterprise is a set of legal and economic norms that determine the nature, conditions and methods of formation of legal and economic relations between employees and the owner of the enterprise, between the enterprise and other economic entities and public authorities external to it. These legal norms regulate internal and external relations, the procedure for the organization and activities of enterprises.

The presence of organizational and legal forms of management, as world practice has shown, is the most important prerequisite for the effective functioning of a market economy in any state, including Russia.

An enterprise is an independent economic entity with the rights of a legal entity, which, on the basis of the use of property by the labor collective, produces and sells products, performs work, and provides services.

The main task of the enterprise is economic activity aimed at making a profit to meet the social and economic interests of members labor collective and interests of the owner of the property of the enterprise.

The main features of an enterprise as a legal entity are:

Economic independence;

Organizational unity, properly formalized and reflected in the constituent documents;

Property isolation (presence of separate property used for certain purposes);

Property responsibility for their actions and obligations;

Independent civil liability;

Own name and performance in civil law circulation on one's own behalf (on one's own behalf);

Availability of an independent balance sheet;

Checking account, printing.

In the system of the national economy, the enterprise is the main link, which is determined by the following circumstances:

1. The enterprise manufactures products, performs works, services that form the basis of the life of both a person and society as a whole;

2. The enterprise acts as the main subject of production relations that develop in the process of production and sale of products between various participants;

3. The enterprise is not only economic but also social organization, since it is based on a person or a labor collective;

4. At the enterprise, the interests of society, the owner, the team and the employee are intertwined, their contradictions are developed and resolved;

5. The enterprise, carrying out production and economic activities, has an impact on environment determining the state of the human habitat.

The main principles of the organization of the enterprise are:

Organizational and administrative isolation;

Financial and economic independence;

Production and technical unity.

Organizational and administrative isolation means that the enterprise has separate property, a single team, a single administration and has the right of a legal entity.

Financial and economic independence lies in the fact that the enterprise organizes its activities on the basis of self-sufficiency and has a single complete form of accounting and reporting. It can dispose of cash material and financial resources in order to ensure its successful functioning and development, has a bank account to which all funds are received and through which all settlements of the enterprise are made, has the right to independently plan its activities, carry out foreign trade operations etc.

Production and technical unity is ensured by a set of means of production (buildings, structures, machines, equipment, etc.), combined into special production units and parts, technologically related in manufacturing process. It predetermines single system technical documentation, a common technical policy, a unified system of machines, the presence of common, auxiliary and service units.

1.2 The role and structure of the enterprise

The role of the enterprise is manifested in the following:

At the enterprise level, the main economic tasks of society are solved (what to produce, how to produce, for whom to produce);

Depends on the performance of the company economic situation in the country as a whole;

The enterprise creates jobs, providing employment for the population;

The quality of products, goods, services, satisfaction of the needs of the population depends on the activities of the enterprise;

The enterprise forms budgets of various levels and off-budget funds through the tax system;

The enterprise, carrying out foreign economic activity, forms the currency resources of the country;

The enterprise, using the received net profit, provides social development labor collective.

The enterprise is classified according to industry affiliation (types of activity), organizational and legal forms, size. A sign of the division of enterprises in the sphere of production and commodity circulation in size into large, medium and small is the number of employees.

The functions of the enterprise depend on the profile of activity (production, performance of work, sale of goods, provision of services, etc.) and are specified depending on the industry, size, form of ownership. In accordance with the functions performed, enterprises according to their economic purpose can be grouped into two blocks:

Carrying out the production of products;

Providing services.

To perform its functions, the enterprise solves a number of tasks (acquisition of equipment, raw materials, attraction of labor, organization technological process and management of activities, analysis and planning, etc.), which are determined by the goals of the enterprise, the amount of capital, the state of the internal and external environment. The essence of the enterprise is characterized by legal, economic and industry aspects.

From a legal point of view, an enterprise is a legal entity. A legal entity is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court, has an independent balance sheet or estimate (Civil Code of the Russian Federation, clause 1 article 48).

The essence of the enterprise in the economic aspect is characterized by its complete independence in the choice of types and objects of activity, the conclusion of contracts, etc.

The enterprise must have material, labor, financial resources to perform its functions and tasks. When using these resources, the enterprise makes various operational decisions. The degree of autonomy in making these decisions depends on what rights it has in relation to property. The enterprise has full economic independence in the event that it operates at its own expense. With operational and economic independence, the enterprise carries out its activities at the expense of shareholders, the federal budget, local authorities state power. The property may belong to the enterprise on the right of ownership (the enterprise is the owner of the property and disposes of it); on the right of economic management (the enterprise owns, uses and disposes of the property transferred to it within the limits determined by Article 294, Article 295, 300 Part 1 of the Civil Code of the Russian Federation); on the right of operational management (the enterprise uses and disposes of the property assigned to it only with the consent of the owner in accordance with Article 296-300 part 1 of the Civil Code of the Russian Federation).

The sectoral aspect of the activities of enterprises reveals their specifics. An enterprise in each industry has a different purpose, production and organizational structure.

The structure of an enterprise is the composition and ratio of its constituent structural divisions allocated according to the criteria of production and management processes. Distinguish between the organizational structure of production and the organizational structure of management. As part of the production structure commercial enterprise includes departments, sections, warehouses, etc. The management structure includes accounting, planning and economic department, financial department, HR department, marketing department, etc.

The structure of an enterprise is one of the elements of its internal environment. Beyond structure internal environment enterprises form: view production activities, resources, finance, accounting, management, marketing, organization and technology of production activities.

The activity of an enterprise is largely determined by the external environment, which is formed by: suppliers, consumers, shareholders, creditors, competitors, government agencies, as well as various economic, political, legal, socio-cultural, democratic, technological and other factors.

1.3 Organizational and legal forms of commercial enterprises

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

Commercial organizations:

1. Economic partnership:

General partnership

Limited partnership (limited partnership)

2. Economic company:

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Limited Liability Company (LLC)

Additional Liability Company (ALC)

Subsidiary business company (DHO)

3. Production cooperative:

Agricultural artel (collective farm) SPK

Fishing artel (kolkhoz) RPK

Cooperative economy (koopkhoz) SKH

4. State municipal (unitary) enterprises:

State (state) enterprise GKP

municipal enterprise

Economic partnership

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

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

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

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

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

Economical society:

A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants 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 within the limits of the value of their shares.

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

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

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

Types of joint-stock companies:

Open (OJSC)

Closed (CJSC)

Open Joint Stock Company (OJSC)

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

Annual report;

Balance sheet;

Profit and loss account;

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

The supreme governing body in a joint-stock company is the general meeting of shareholders. Competence general meeting is an:

Change of the company's charter

Change in the size of the authorized capital

Approval of annual reports and balance sheet, distribution of profits and losses

Formation of executive bodies and early termination of their powers

Decision on reorganization or liquidation of the company

Election of the Audit Commission

Solving other issues

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

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

Closed Joint Stock Company (CJSC)

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

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

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

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

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

Limited Liability Company (LLC)

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

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

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

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

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

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

Additional Liability Company (ALC)

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

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

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

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

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

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

Subsidiary business company (DHO)

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

A business company is recognized as a subsidiary if:

1. the participation of the main company or partnership prevails in its authorized capital;

2. there is an agreement between them;

3. the main company or partnership may determine the decisions taken by this company.

Production cooperative (artel)

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

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

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

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

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

State and municipal state enterprises

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

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

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

1.4 Organizational and legal forms of non-profit enterprises

Non-commercial organizations are considered to be organizations whose main goal is not to make a profit. In its implementation, the profit received should not be distributed among the participants, however, they can carry out entrepreneurial activities if it serves the implementation of the main (statutory) purpose of the organization and corresponds to it. For this purpose, non-profit organizations are allowed to create business companies or be members in them.

Non-profit enterprises:

consumer cooperative

Public and religious organizations

Institutions

consumer cooperative

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

The charter of a consumer cooperative must contain, in addition to generally accepted information, 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 members of the cooperative.

Members of a consumer cooperative are obliged, within three months after the approval of the annual balance sheet, to cover the resulting losses through additional contributions. In case of failure to fulfill this obligation, the cooperative may be liquidated in court at the request of creditors.

Members of a consumer 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 activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

Public and religious organizations

Public and religious organizations (associations) are recognized as voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual and other non-material needs.

Organizations 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 in ownership, including membership fees. They are not liable for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.

The Foundation is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational and other socially useful goals. The property transferred to the foundation by its founders 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 uses the property for the purposes specified in its charter. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the Foundation 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 Foundation is required to publish annual reports on the use of its assets.

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 foundation, in addition to generally established information, must contain information about the purpose of the foundation, instructions on the bodies of the foundation, including the board of trustees that oversees the activities of the foundation, on the procedure for appointing officials fund and their release, the location of the fund, the fate of the property of the fund in the event of its liquidation.

institution

An institution 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 rights of the institution to the property assigned to it correspond to the rights of a state-owned enterprise, that is, this property can be used only for the purpose of fulfilling its statutory activities and the tasks of the owner.

The owner of the property assigned to the institution has the right to seize excess, unused or misused property and dispose of it at his own discretion. The institution is liable for its obligations with the resources at its disposal. in cash. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 Characteristics of the trade enterprise OJSC "Magnit"

Open Joint Stock Company "Magnit", hereinafter referred to as the "Company", was established on November 12, 2003 as Closed Joint Stock Company "Magnit" (the main state registration number 1032304945947), on January 10, 2006, the Extraordinary General Meeting of Shareholders decided to change the full corporate name to Open Joint Stock Company Magnit. The Company is a legal entity, operates on the basis of this Charter and the legislation of the Russian Federation.

The company was created without limiting the period of its activity

Location of the company: Russian Federation, the head office is located in the city of Krasnodar, st. Solnechnaya, 15/5. Store chains are also located in the Stavropol Territory, namely in Art. Essentuki, st. Gagarina 9

The main goal of the company is to make profit.

The Company carries out the following main activities:

Renting out your own non-residential real estate;

Wholesale trade in meat, including poultry meat, meat products and canned meat and poultry meat;

Wholesale of dairy products;

Wholesale of edible oils and fats;

Wholesale of soft drinks;

Wholesale trade in alcoholic beverages, except for beer;

Wholesale trade in beer;

Wholesale trade in sugar;

Wholesale trade in sugary confectionery products, including chocolate;

Wholesale of coffee, tea, cocoa and spices;

Wholesale of fish, seafood and canned fish;

Wholesale trade in prepared food products, including trade in children's and dietary products;

Nutrition and other homogenized food products;

Wholesale trade in flour confectionery;

Wholesale of flour and pasta;

Wholesale of cereals;

Wholesale of salt;

Wholesale trade in other food products not included in other groups;

Wholesale of cleaning products;

Retail trade in non-specialized stores with food products;

Including drinks, and tobacco products.

The history of the creation of society.

1994 - 1998: Start: wholesale

Establishment of a sales company household chemicals S.N.Galitsky

Thunder becomes one of the leading official distributors of household chemicals and cosmetics in Russia

Decided to enter the market retail food

1998 - 1999: Entry into the food retail market

Opening of the first grocery store in Krasnodar

Format Experiments

The stores are merged into the Magnit retail chain

2001 - 2005: Intensive development in order to establish a firm position in the market

Rapid regional development: 1,500 stores at the end of 2005

Adoption of IFRS

Strict financial control

Motivational wage system

2006 - 2009: Further development of the traditional format. Transition to multi-format

Leader of Russian food retail in terms of the number of IPO buyers in 2006

Start of construction of hypermarkets

An independent director was elected to the Board of Directors An Audit Committee was established

Developed and introduced a set of rules for corporate conduct SPO in 2008, 2009

24 hypermarkets opened in 2007-2009 636 convenience stores opened in 2009 (total number of stores as at 31 December 2009 is 3,228) 2010-2012: Strong position in the sector

Growth Acceleration - More than 1,000 convenience stores, 42 hypermarkets and 208 cosmetics stores opened in 2011

Successful share placement in December 2011, proceeds of $475 million.

Large scale investment program for 2012: plan capital costs in the amount of about 1.1-1.4 billion dollars.

Planned opening of up to 800 convenience stores and 50-55 hypermarkets during 2012

Work on improving efficiency

The network of stores "Magnit" is:

Market leader in terms of the number of retail facilities and territory of presence in Russia - 64 branches, 1 representative office, 6,046 convenience stores, 126 hypermarkets, 20 Magnit Family stores and 692 cosmetics stores in 1,605 cities and towns;

A company with a strong logistics system, including 18 distribution centers, automated system inventory management and a fleet of 4,401 vehicles that ensure timely delivery of goods to all stores of the network;

One of the leading retail companies in terms of sales. The company's revenue for 2012 amounted to 14.430 million US dollars, EBITDA - 1.524 million US dollars;

Russia's largest employer -- the company employs over 180,000 people. Retail network Magnit has repeatedly been awarded the title of "Best Employer of the Year";

It is one of the five largest grocery retailers in the world in terms of business capitalization.

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The system of organizational and legal forms of legal entities, established Civil Code Russian Federation.

The Civil Code of the Russian Federation establishes a system of organizational and legal forms of legal entities:

General partnership

Limited partnership (limited partnership)

Limited Liability Company (LLC)

Joint Stock Companies of Workers (People's Enterprises)

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Subsidiaries and affiliates

Production cooperative

State and municipal unitary enterprises

Non-profit enterprises

The modern economy of the Russian Federation, based on a variety of forms of ownership, involves the functioning of enterprises of various organizational and legal forms.

The organizational and legal form of an enterprise is determined by a number of features: the formation procedure and the minimum amount of the authorized capital, liability for the obligations of the enterprise, the list and rights of founders and participants, etc.

A legal entity is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court. In general, a legal entity is an institution, enterprise, firm, corporation that meets certain attributes established by the legislation of the relevant state.

The above definition is consistent with the existing legislation of the Russian Federation. In connection with participation in the formation of the property of a legal entity, its founders may have rights of obligation in relation to this legal entity or real rights to its property. Legal entities, in respect of which their participants have rights of obligation, are economic partnerships and companies, production cooperatives.

Legal entities, on the property of which their participants have the right of ownership or other real right, include state and municipal unitary enterprises.

Legal entities can be organizations whose main purpose is to make a profit - commercial organizations, or their main goal is not related to making a profit - non-profit organizations. Legal entities that are commercial organizations can be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises, i.e. in the form of those persons in respect of which their founders have property and liability rights.

Enterprises (firms), which form the basis of the business sector, are independent economic units of different forms of ownership, which have combined economic resources to carry out commercial activities. Commercial activities are understood as activities for the production of goods and the provision of services for third parties, individuals and legal entities, which should bring commercial benefits to the enterprise, namely profit.

Enterprises existing and operating in the economy are quite diverse in terms of organizational and legal structure, scale, and profile of activity. However, with all the apparent diversity of possible types, they are divided into ordered groups, types for which quite definite norms of economic legislation have been developed that regulate their activities.

Business law allows for the existence of a whole range of forms of enterprises. Russian legislation recognizes, along with individual entrepreneurship, such forms as commercial organizations in the form of business partnerships (general and limited), companies (limited liability, joint-stock), production cooperatives, state and municipal enterprises.

Economic partnerships and companies play a significant role in the country's economy. Fundamental difference between them lies in the fact that a partnership is an association of persons, while, as a rule, their Active participation in the activities of a partnership, while a business company is an association of capital that does not require mandatory participation in the activities of the company.

Partnerships

In the Russian Federation, there are two types of business partnerships: a general partnership and a limited partnership.

A general partnership is a partnership whose participants (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.

The minimum number of participants is two, the maximum is unlimited.

The minimum share capital is not less than 100 times the minimum wage.

Management of entrepreneurial activities of a general partnership is carried out by common consent of all its participants. Each participant of a full partnership has one vote when resolving any issues at the general meeting. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. That is, in fact, this statement means unlimited liability comrades.

One of characteristic features a full partnership is a high degree and measure of the property responsibility of its participants for the fulfillment of their obligations. In the event of an emergency financial situation, when partners who have united to conduct joint business activities have debts, they are liable for obligations not only with the property that they contributed and combined for entrepreneurship, but also with all their personal property.

As for the joint property intended for doing business, it represents a common shared property, belongs to all participants on a share basis. That is, each participant in a general partnership has his own share, his own share, corresponding to his property and monetary contributions to the partnership. The share reflects that part of the monetary value of the property of the partnership, which belongs to this participant.

A general partnership is a legal entity, an independent company, has a set of rights that allows it to act as a business entity.

So, it can act in court as a plaintiff and a defendant. Under the company name, a general partnership is entered in the register of owners, it enters into contractual relations with other business entities, interacts, if necessary, with state authorities, assumes and fulfills certain obligations. Members of general partnerships are obliged to participate in the management of their affairs and activities.

The founding document of a general partnership is a constituent agreement that reflects all aspects of economic life.

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

The share capital of the partnership is formed on the basis of contributions (made by general partners) and shares (made by investors).

Citizens and commercial organizations can be general partners in only one limited partnership. A participant in a general partnership cannot be a general limited partner in a limited partnership.

As a rule, complementaries are in charge of affairs in a limited partnership; they lead and represent society.

Partners - contributors do not participate in commercial transactions. They are the investors of the society.

Partnerships, thus, act as a rather risky form of association of entrepreneurs, but under certain circumstances, an entrepreneur goes to use this form of cooperation with partners.

This organizational and legal form of the enterprise is typical for more large enterprises due to the possibility of attracting significant financial resources through a virtually unlimited number of limited partners. IN modern conditions a form of limited partnership is often used to finance businesses involved in real estate transactions. The advantage of partnerships of both types is a flexible structure, the ability to resolve many issues by agreement between the participants.

There is no super-rigid legislative regulation, management is quite simple and unformalized.

The main disadvantage of a partnership is the responsibility of the participants with their personal property (with the exception of contributors). Therefore, it is preferable to create partnerships in areas of business activity associated with the least risk - information, consulting services, etc.

Economical society

A business company is a commercial organization, the authorized capital of which is formed by one or more individuals or legal entities by contributing their shares (or the full amount of the authorized capital, if one person acts as a founder). As shares, monetary or material resources, intellectual capital, securities or property rights having a monetary value can be considered.

At the same time, it is carried out expert review the value of intellectual capital and property rights in cash.

There are three types of business companies:

limited liability company (LLC)

additional liability company ALC)

joint-stock company (JSC)

Characteristics of a Limited Liability Company

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, such organizations (with the exception of unitary enterprises and others provided for by law) have a 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).

Members

In accordance with paragraph 2 of Art. 7 of the law, state bodies and local self-government bodies are not entitled to act as participants in companies, unless otherwise established by federal law. State bodies are usually divided into state authorities and state governing bodies. Obviously, these latter have the right to create societies.

A society can be founded by one person who becomes its sole participant. The company may subsequently become a company with one member.

The company cannot have as its sole participant another economic company consisting of one person.

The law limits the maximum number of participants to fifty.

If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed into an open joint-stock company or a production cooperative within a year. If within the specified period the company is not transformed and the number of participants in the company does 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 government agencies or bodies of local self-government, to which the right to present such a demand is granted by federal law.

Authorized capital

The authorized capital (fund) of any legal entity is the minimum guarantee of the interests of its creditors. The value of the authorized capital is a formal criterion for the reliability and solvency of the organization. The larger the authorized capital, the greater the credibility of the legal entity that owns it.

The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a proper fraction (paragraph 1, clause 2, article 14 of the Law). 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.

The actual value of the share of a member of the company corresponds to the part of the value of the net assets of the company, proportional to the size of its share (paragraph 2, clause 2, article 14 of the Law). Thus, the legislator allocates the actual value of the share of a member of the company. It is equal to the value of the net assets of the company as of the date of determining its value, taken in proportion to the size of the share of the participant in the authorized capital. The company is obliged to pay the participant of the company who filed an application for withdrawal from the company the actual value of his share or to give him property of the same value in kind within six months from the end of the financial year during which the application for withdrawal from the company was submitted, unless a shorter period provided for by the company's charter.

Creation and termination of activities

The Civil Code of the Russian Federation, being a regulatory legal act of a general nature, names an approximate list of requirements for the constituent documents of a company. It is specified in the Law. As for other companies, the founding documents for an LLC are the memorandum of association and the charter. In the founding agreement, the founders of the company undertake to create a company and determine the procedure for joint activities for its creation. The memorandum of association also determines the composition of the founders (participants) of the company, the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the responsibility of the founders (participants) of the company for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company's bodies and the procedure for exit of the company's participants from the company (Article 12 of the Law). If the company is founded by one person, then the memorandum of association is not concluded, and the company operates only on the basis of the charter approved by this founder. In the event of an increase in the number of participants in the company (in the process of its creation) to two or more, a memorandum of association must be concluded between them (Article 11 of the Law).

The charter of each company must contain:

full and abbreviated corporate name of the company (if the founders decided that the company will have an abbreviated name);
information about the location of the company;
information on the composition and competence of the company's bodies, including on issues that constitute the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;

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 by the Law:

state registration of legal entities. The Company may be voluntarily reorganized in accordance with the procedure provided for by this Federal Law.

Other grounds and procedure for the reorganization of a company are determined by the Civil Code of the Russian Federation and other federal laws.

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 it is included in the unified State Register legal entities records on the termination of the activities of the affiliated 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. State registration of companies established as a result of reorganization and making entries on the termination of the activities of reorganized companies shall be carried out only upon presentation of evidence of notification of creditors in the manner established by this paragraph.

Control

According to the new Law, the supreme body of the company is the general meeting of participants in the company. The general meeting of participants in the company may be regular or extraordinary (Article 32, paragraph 1 of the Law). All members of the company have the right to be present at the general meeting of members of the company, take part in the discussion of agenda items and vote when making decisions.

Each member of the company has a number of votes at the general meeting of members of the company, proportional to his share in the authorized capital of the company, except as otherwise provided by the Law.

The law regulates in detail the procedure for holding a general meeting of participants in a company (Article 37 of the Law).

The charter of a company where a relatively large number of persons are members may provide for the establishment of a Board of Directors (Supervisory Board). Its competence is determined by the charter of the company.

The procedure for the formation and operation of the board of directors (supervisory board) of the company, as well as the procedure for terminating the powers of members of the board of directors (supervisory board) of the company and the competence of the chairman of the board of directors (supervisory board) of the company are determined by the charter of the company.

Members of the collegial executive body of the company may not constitute more than one-fourth of the composition of the board of directors (supervisory board) of the company. A person exercising the functions of the sole executive body of the company cannot be simultaneously the chairman of the board of directors (supervisory board) of the company. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

Sole executive body of the company ( CEO, president and others) is elected by the general meeting of the company's participants for a period determined by the company's charter. The sole executive body of the company may also be elected not from among its participants.

An agreement between the company and the person exercising the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company's participants at which the person exercising the functions of the sole executive body of the company was elected, or by the company's participant authorized by the decision of the general meeting of the company's participants. Only the individual, except for the case when the company, if it is provided for in its charter, has the right to transfer the powers of the sole executive body to the manager on the basis of the relevant agreement; this manager can be an organization.

The agreement with the manager is signed on behalf of the company by the person who chaired the general meeting of the company's participants, who approved the terms of the agreement with the manager, or by the company's participant authorized by the decision of the general meeting of the company's participants (Article 42 of the Law).

Rights and obligations of participants

The company has the right of ownership to the property assigned to it by the founders in the process of creation, and these latter, in return, acquire rights of obligation to the company. In accordance with Article 8 of the Law, the participants of the company have the right to:

participate in the management of the affairs of the company in the manner prescribed by this Federal Law 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 this Federal Law 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 this Federal Law.

In addition to the rights provided for by the Law, the charter of the company may provide for other rights (additional rights) of the participant (participants) of the company. These rights may be provided for by the charter of the company upon its establishment or granted to the participant (participants) of the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

A participant in a company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notice of this to the company. From the moment the company receives the said notice, the additional rights of the company's participant cease.

Along with the rights, the participants of the company have certain obligations, the necessary minimum of which is enshrined in the Law, according to which the participants of the company are obliged to:

make contributions in the manner, in the amount, in the composition and within the time limits provided for by this Federal Law and the constituent documents of the company;

not disclose confidential information about the activities of the company.

In addition to the obligations provided for by this Federal Law, the charter of a company may provide for other obligations ( additional responsibilities) participant (participants) of the company. These obligations may be provided for by the charter of the company upon its establishment or assigned to all participants in the company by decision of the general meeting of participants in the company, adopted by all participants of the company unanimously. The imposition of additional obligations on a certain member of the company is carried out by decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of the votes of the total number of votes of the participants in the company, provided that the member of the company who is entrusted with such additional obligations voted for such a decision or gave written agreement.

One of the mandatory features of a legal entity is the presence of separate property and independent liability for its obligations with this property. All legal entities are usually divided into those that have the right of ownership to separate property and those that have other real rights to the property assigned to them. The company from the moment of registration acquires the right of ownership to the property transferred to it by the founders as contributions, the company is liable for its obligations with all the property belonging to it. In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons may be held subsidiary liability in case of insufficient property of the company. for its obligations (paragraph 2, clause 3, article 56 of the Civil Code of the Russian Federation, clause 3, article 3 of the Law).

Trade name

The company must have a full company name and may have an abbreviated company name in Russian and other languages.

The full corporate name of the company in Russian must contain the full name of the company and the words "limited liability company".

The abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words "limited liability company" or the abbreviation LLC. The company name in Russian cannot contain other terms and abbreviations reflecting its organizational and legal form, including those borrowed from foreign languages, unless otherwise provided by federal laws and other legal acts of the Russian Federation (clause 1, article 4 of the Law).

The trade name is also one of the signs of a legal entity and performs an identification function. The legal entity has exclusive right on the use of his company name and has the right to demand from third parties that illegally use it, the termination of these actions and compensation for losses.

Business partnerships and companies

When considering the main organizational and legal forms of enterprises (business), we will take into account the fact that the total number of organizational and legal forms of enterprises in the Republic of Belarus includes such organizational and legal forms as funds, institutions, associations and unions. Such organizations (public associations) are also organizational and legal forms, however, their activities are not aimed at making a profit (income), therefore, the above structures are not legal forms of doing business.

Business partnerships and companies are commercial organizations with a charter fund (capital) divided into shares (contributions) of their founders (participants). The property of a business partnership or company belongs to it on the basis of ownership (clause 1, article 63 of the Civil Code). Founders (participants) of business partnerships and companies lose their ownership of property transferred to the partnership or company as their contribution.

Business partnerships can be created in the form of a general partnership and a limited partnership (limited partnership) (clause 2 of article 63 of the Civil Code), and business companies - in the form of a limited liability company, an additional liability company or a joint-stock (open and closed) company ( paragraph 3 of article 63 of the Civil Code).

A business partnership is an association of persons. All general partners of a general partnership and general partners of a limited partnership, in addition to property contributions, directly participate personally in the affairs of the partnership. Since the partnership is an entrepreneurial (commercial) organization, its participants (general partners) must be either individual entrepreneurs or commercial organizations with the right of a legal entity for each of them. At the same time, full partners cannot be members of several partnerships. Only contributors participating in a limited partnership only as a property contribution may be participants in several partnerships at the same time.

Any property not withdrawn from circulation, including money, securities, other things or property rights or other alienable rights that have a monetary value can be a contribution to the authorized capital of a business partnership or company (clause 6 of article 63 of the Civil Code). The ability to evaluate the property contribution to the statutory fund in money is its main feature. Securities (shares, bonds, bills, double warehouse certificate, each of its two parts - a warehouse certificate and a pledge certificate, etc.) can be a contribution to the authorized capital.

Joint-Stock Company

A joint-stock company is a commercial organization, "the statutory fund of which is divided into a certain number of shares. The 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, within the value of their shares" (Part 1 p. 1 article 96 of the Civil Code). However, 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 a joint-stock company must contain an indication that it is a joint-stock company and its type.

According to the methods of issue and transfer of shares in the secondary securities market, joint-stock companies are divided into two types: open and closed.

An open joint stock company is a company whose member has the right to alienate his shares without the consent of other shareholders to an unlimited number of persons. Such a joint-stock company has the right to conduct an open subscription for the shares it issues and their free sale on the terms established by law, and is obliged to annually publish for general information an annual report, a balance sheet, a profit and loss account (clause 1 of article 97 of the Civil Code).

A closed joint stock company is a company whose member may alienate his shares of the company with the consent of other shareholders and (or) a limited circle of persons. Such a company is not entitled to conduct an open subscription for the shares it issues or otherwise offer them for purchase to an unlimited circle of persons (clause 2 of article 97 of the Civil Code).

Shareholders of a closed joint stock company enjoy the pre-emptive right to purchase 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 law. Otherwise, it is subject to transformation into an open joint stock company within one year. After this period, a closed joint-stock company is subject to liquidation in court, if the number of shareholders does not decrease to the limit established by law (clause 3, article 97 of the Civil Code).

The only constituent document of a joint-stock company is its charter, approved by the founders (clause 3, article 98 of the Civil Code). The statutory fund of a joint-stock company is made up of the nominal value of the shares acquired by its shareholders. Its size cannot be less than the size stipulated by the legislation (clause 1 of article 99 of the Civil Code).

By decision of the general meeting of shareholders, a joint-stock company has the right to both increase and decrease the authorized capital, respectively, by increasing or decreasing the par value of shares as a result of the issue additional shares or buying part of the shares in order to reduce their total number. A joint-stock company has the right to place two types of shares: ordinary and preferred.

Placement of additionally issued shares of an open joint-stock company is carried out in the manner prescribed by the legislation on securities. The management of a joint-stock company is carried out by its bodies formed in accordance with the legislation on companies.

The supreme governing body of a joint-stock company is the general meeting of its members (shareholders). It can consider any issue of the society's activities. The law defines only issues that fall within the exclusive competence of the general meeting of shareholders. Paragraph 1 of Art. 103 of the Civil Code contains only the main ones, namely:

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

Approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profit and loss;

Decision on reorganization or liquidation of the company.

The current management of the company's activities is carried out by the executive body of the joint-stock company. The executive body is accountable to the board of directors (supervisory board) and the general meeting of shareholders. He has the right to resolve all issues that are not referred to the exclusive competence of other management bodies of the company by law or the charter of the company.

The control body of a joint-stock company is the audit commission (auditor) of the company elected by the general meeting of shareholders. It exercises control over the financial and economic activities of the company, the board (management) of the director and officials of the company.

A joint stock company may be reorganized or liquidated by decision of the general meeting of shareholders. It can be transformed into a limited liability company, an additional liability company or a production cooperative, as well as into a unitary enterprise, in the case when only one participant remains in the company.

Production cooperative

The concept of a production cooperative is contained in paragraph 1 of Art. 107 of the Civil Code: "A production cooperative (artel) is a commercial organization, the participants of which are obliged to make a property share contribution, take personal labor participation in its activities and bear subsidiary responsibility for the obligations of a production cooperative in equal shares, unless otherwise specified in the charter, within the limits, established by the charter, not less than the amount of the annual income received in the production cooperative.

In this definition, the terms "production cooperative" and "artel" are used as synonyms. When creating a cooperative, its founders themselves determine which of them they should include in the company name of the cooperative (clause 2, article 107 of the Civil Code).

The legal status of production cooperatives, the rights and obligations of their members are determined in accordance with the legislation on production cooperatives. Relevant legislative acts are yet to be published.

Unlike business companies, production cooperatives are commercial organizations formed on the basis of membership to conduct joint production or other economic activities, whose members are obliged to participate in this activity by their personal labor, to unite property shares and bear additional responsibility for the obligations of this organization.

The number of members of a production cooperative must not be less than three. Moreover, unlike general partners, it is not required that a member of a production cooperative be registered as an individual entrepreneur.

The only founding document of a production cooperative is the charter approved by the general meeting of its members. The need for a charter (and not a memorandum of association, which is the only founding document of a full or limited partnership) is explained by the fact that the links between members of a cooperative are carried out through the cooperative, and not directly.

Members of a cooperative have only rights of obligation to the cooperative regarding their shares (clause 2, article 44 of the Civil Code). These rights can be exercised by a member of the cooperative under certain conditions established by the charter of the cooperative, for example, in the event of withdrawal from the cooperative. The members of the cooperative themselves in the charter of the cooperative determine the method of determining the shares (by labor participation, equally, etc.).

A member of a cooperative may be expelled from the cooperative by decision of the general meeting in case of non-performance or improper performance of the duties assigned to him by the charter of the cooperative, as well as in other cases provided for by the legislation on production cooperatives and the charter of the cooperative. An excluded member of the cooperative has the right to receive the value of the share and other payments in the same manner as in case of voluntary withdrawal from the cooperative.

The system of governing bodies of a production cooperative includes the supreme governing body of the cooperative (which is the general meeting of its members), the supervisory board (the Civil Code does not contain rules for its formation) and executive bodies, which are the board and (or) its chairman. The general meeting is the supreme governing body of the cooperative. It can decide any issues related to the activities of the cooperative. The exclusive competence of the general meeting includes: changing the 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, according to the charter of the cooperative, has not been transferred 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 board of the cooperative and its chairman or only the chairman are the executive bodies of the production cooperative.

The board of the cooperative makes decisions on issues related to the activities of the cooperative, which are not referred to the exclusive competence of the general meeting and the supervisory board. In contrast to the reorganization of a production cooperative, its liquidation is allowed either by decision of the general meeting or without it.

unitary enterprise

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise (part 1, clause 1, article 113 of the Civil Code). Depending on who owns the property assigned by the owner to a unitary enterprise, a distinction is made between state (republican or communal) and private unitary enterprises.

A unitary enterprise based on the right of economic management may establish a subsidiary unitary enterprise, the property of which is owned by the owner of the property of the founding enterprise.

A subsidiary is established with the consent of the owner of the property. It is also a unitary enterprise based on the right of economic management. A unitary enterprise that has established a subsidiary shall enjoy the same rights in relations with the subsidiary that the owner enjoys in relations with the unitary enterprise that has founded the subsidiary.

Both unitary enterprises with the right of economic management and state-owned enterprises carry out commercial activity on the basis of property that is in someone else's property. In this they differ from legal entities that are the owners of the property under their jurisdiction. This is also the reason for their features.

IN company name unitary enterprise must contain an indication of the owner of its property.

The only constituent document of a unitary enterprise is the charter. The firm name of a state enterprise must indicate that the enterprise is a state enterprise.

The size of the authorized capital of a unitary enterprise is determined by its founder. But if a unitary enterprise is based on the right of economic management, the size of the established fund cannot be less than the amount determined by the legislation on unitary enterprises.

The statutory fund of a unitary enterprise is a guarantee for creditors that the enterprise will fulfill its obligations. Therefore, if at the end of the financial year the value of the net assets of a unitary enterprise based on the right of economic management turns out to be less than the statutory fund, the founder of the enterprise is obliged to reduce the statutory fund in accordance with the established procedure and notify his creditors in writing. In such cases, the creditor of the enterprise has the right to demand the termination or early fulfillment of the obligation, the debtor of which is this enterprise, and compensation for losses (clause 6, article 114 of the Civil Code).

The body of a unitary enterprise is a manager appointed by the owner of the property or a body authorized by the owner and accountable to him. The head of a state-owned enterprise manages the enterprise solely.

A unitary enterprise may be reorganized and liquidated in the manner prescribed by law.

A unitary enterprise is subject to reorganization or liquidation in the event that the ownership of its property as a result of the division of property owned jointly by spouses or members of a peasant (farm) economy passes by inheritance, succession or in other ways not contradicting the law to two or more persons . Unitary enterprises may be reorganized and liquidated according to the general rules on the reorganization and liquidation of legal entities.

Limited partnership (limited partnership)

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property (general partners), there are one or more participants (depositors, limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership "(paragraph 1 of article 81 of the Civil Code).

In a limited partnership, as follows from its definition, there are two categories of participants. One of them is full comrades. Some carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property, others do not take part in the implementation of such activities by the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of their contributions.

The position of general partners participating in a limited partnership and their liability for the obligations of the partnership does not differ in any way from their position and liability in a full partnership.

The rules on a general partnership apply to a limited partnership, unless this contradicts the legislation on a limited partnership.

The business name of a limited partnership must contain either the names (name) of all general partners and the words "limited partnership", or the name (name) of at least one general partnership with the addition of the words "and company" and the words "limited partnership".

The only founding document of a limited partnership is the memorandum of association. It is signed by all full partners.

The foundation agreement of a limited partnership must contain all the conditions that must be contained in the foundation agreement of a general partnership, plus a condition on total amount contributions made by contributors.

The management of the activities of a limited partnership is carried out only by general partners in the same manner as in a general partnership. Contributors are not entitled to participate in the management of the affairs of a limited partnership, but may act on its behalf by proxy.

The statutory fund of a limited partnership is formed according to the same rules as the statutory fund of a general partnership. The contribution is certified by a certificate of participation issued to the investor by the partnership.

The contributor of a limited partnership has a number of rights:

1) to receive a part of the partnership's profit corresponding to its share in the charter fund, in the manner prescribed in the foundation agreement;

2) get to know annual reports and partnership balance sheets;

3) at the end of the financial year, withdraw from the partnership and receive its contribution in the manner prescribed by the memorandum of association;

4) to transfer his share in the statutory fund or part of it to another contributor or a third party. In case of transfer of a share (its part) to a third party, other investors shall enjoy the pre-emptive right to purchase the transferred share (its part).

Limited Liability Company

"A limited liability company is a company founded by two or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants of 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 "(Clause 1, Article 86 of the Civil Code).

From this definition of a limited liability company, it follows that, firstly, two or more persons can be participants in the company, and secondly, they are not liable for the obligations of the company with their property, but they bear the risk of losses associated with the activities of the company, within the cost contributions made. Those participants in the company who have not made a contribution in full are liable for the obligations of the company, and jointly and severally, within the value of the unpaid part of the contribution of each of the participants.

The founding documents of a limited liability company consist of a memorandum of association signed by its founders and a charter approved by them. In addition to the information provided for the constituent documents of any legal entity, they must contain conditions on the size of the authorized capital of the company, on the size of the shares of each of the participants; on the amount, composition, terms and procedure for making contributions by them, on liability 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 on which decisions are made unanimously and by a qualified majority of votes, as well as other information provided for by the legislation on limited liability companies.

The statutory fund of limited liability companies is set at 1,600 euros. State registration of a limited liability company is not allowed if, at the time of its implementation, the statutory fund has been contributed by less than half. The statutory fund of a limited liability company consists of shares in the statutory fund of its participants.

The statutory fund determines the minimum size of the company's property, which guarantees the interests of the latter's creditors.

An increase or decrease in the authorized capital is made by decision of the general meeting of participants, while its decrease is made with the consent of the company's creditors.

Additional Liability Company

An additional liability company is a company founded by two 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 within the limits determined by the constituent documents of the company.

The separation of a company with additional liability into a separate organizational and legal form of commercial legal entities is explained by the peculiarities of the responsibility of the participants in such a company for its debts. Such liability arises only when the property of the company itself is insufficient to pay off its debts (i.e., it is subsidiary).

All members of the company are liable in the same for all multiples 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.

The company name of a company with additional liability must contain the name of the company and the words "with additional liability". To register a company, its participants, along with the constituent documents, submit documents confirming their ability to provide additional liability.

Taking into account the above features, the rules of law governing the creation and operation of a limited liability company are applied to an additional liability company.