Modern life encourages people to strive for their own business. But working alone is not as profitable and promising as working together. Therefore, like-minded people unite in organizations to do business together. Moreover, not only individual businessmen, but also entire economic entities unite for mutually beneficial work.
A commercial organization is a legal entity with characteristic features, the main goal of which is to earn profit. The main feature of such an organization is precisely the purpose of the work - to make a profit. Although there are other features inherent in different forms of commercial structures, which will be discussed in detail in this article.
Common features of commercial organizations
All private firms, regardless of their form, have common characteristics:
Obtaining benefits, that is, income that exceeds expenses;
The general system of creation in accordance with current laws, since a commercial organization is precisely a legal entity with all the ensuing rules;
Profits are always divided among those who own the organization;
Availability of common property with which the company is liable for its obligations according to the law;
The ability to exercise one’s rights, obligations, and represent interests in judicial authorities on one’s own behalf;
Financial independence.
Forms of commercial organizations
The form of further organization is chosen depending on what tasks the ideological inspirer of the creation of a private company sets for himself. Features of economic development and the formation of civic consciousness contributed to the emergence of many different forms of commercial organizations. They are grouped into appropriate groups according to certain characteristics. And these groups, in turn, are also divided into subgroups.
Probably, many of us very often came across such definitions as LLC, OJSC, JSC, etc., as well as partnerships, production cooperatives, farms, unitary enterprises, and so on. Each group has a specific set of rights and responsibilities and directly depends on their industry affiliation.
Rights are inseparable from responsibilities
So, a commercial organization is a structure that unites both individual people (founders) and business entities. According to organizational and legal characteristics, all commercial firms can be divided into two large groups:
Unitary enterprises (municipal or state subordination);
Corporations.
The first group is less common. It should be noted that the rights of commercial organizations of this type are very limited. This legal entity cannot dispose of property transferred to it from the owners. And the owners, in turn, do not have corporate powers to interfere in the management of the structure. Concepts such as shares, shares, deposits are not applicable at all in this case. That is, the appointed director or general manager manages the enterprise using someone else's property. And the owners themselves can count on a certain profit. But they do not make any production decisions and in no way can influence the results of the unitary enterprise’s activities.
The second option is more common. It is characterized by the presence of founders who have the corporate right to manage the company.
Corporations in different types
So, corporations involve such management of a commercial organization when the founders are endowed with broad rights and even belong to the highest management bodies of the enterprise. Corporations are divided into three main structures:
Business societies and partnerships;
Cooperatives (exclusively production and nothing else);
Farms (also called peasant farms).
Economic societies can also be completely different. Although they have one common feature - they combine the capital of several persons who are jointly responsible for the work of the company. Previously, there were many types of business entities. But legislators decided to combine them under three general forms. Today these are LLC (limited opportunity company), JSC (joint stock company) and additional liability company.
What is the difference between LLC and JSC
When a commercial organization is an LLC, then everyone who is part of it as owners has a share of the authorized capital formed from the contributions of the founders. All limited liability companies have common features:
The amount of authorized capital starts from 10 thousand rubles;
The liability of each founder is proportional to the amount of his contribution to the main charter;
The number of participants cannot be more than 50;
The rights and obligations of participants are prescribed in the corporate agreement and the charter.
And when the authorized capital is divided into shares, the participants are responsible for losses only in the amount of the shares they have, then there can be any number of such members of the enterprise. And they are called shareholders. This is the main difference between JSCs (joint stock companies). Such a commercial structure can be public or non-public. That is, shares are placed using an open or closed method. And the form of management is the meeting of shareholders. It is mandatory to create a board of directors consisting of at least 5 shareholders. In an LLC, it is not necessary to create such a structure, and there is no strict rule on the number of participants in the structure.
Economic partnership and production cooperatives
A commercial organization is a structure, as we have already said, that unites like-minded people with the common goal of making a profit. If we are talking about a business partnership, then two forms of such a structure are allowed - a general partnership and a limited partnership. The second formation is distinguished only by the fact that some members of the organization - individuals, do not have the right to participate in the management of the organization, but are only investors. They simply receive a profit from the deposit for replenishing the pooled capital with their own funds.
Production cooperatives are not popular. With this type of commercial association, management must be carried out by all participants, moreover, in a composition exceeding five members of the organization. They are personally responsible for their own property and for the debts of their company.
Agricultural business sectors
The name speaks for itself that the field of activity of such an organization as a peasant farm is the rural industry. A farm enterprise can be created either by one owner alone or by uniting with others.
Moreover, he cannot afford to join a number of such associations. Characteristic features of this form of commercial structure:
All members must be directly involved in the affairs of the firm;
Farmers themselves can be members of this structure;
There are other responsibilities of each farmer, prescribed and enshrined in the charter;
The company acquires its material assets, equipment and consumables with the joint money of each member of the farm.
State commercial organization
The state also has the right to engage in commerce, benefiting from its work. We are talking about a unitary enterprise. This type of commercial organization is a structure that is very limited in its rights to property. Because he does not own his own equipment and premises, but only uses it all for work. A unitary enterprise allows for both municipal and state subordination, but has common characteristics. Let's list them:
Has a certain legal capacity;
Uses someone else's property only as a tenant;
Participates in civil circulation.
A unitary enterprise is headed by a director or general director. It is he who is responsible for all decisions as the sole leader. Collective leadership does not exist in this form.
Commercial subsidiaries
There are also commercial legal organizations such as “subsidiaries”. A subsidiary business company is not responsible for the debts of the parent company, but is jointly and severally liable for all those transactions that are entrusted to it. And the main enterprise has the right to assign tasks to its “subsidiaries”, drawing up tasks for the future and current plans. The relationship between this dominant structure and its subsidiaries is reflected in the relevant documents, which spell out the rights and obligations of the parties. There is also such a thing as a dependent economic company. It depends on another organization having:
20% of the authorized capital of a limited liability company.
And if an enterprise acquired 20 percent of voting shares or began to own 20% of the authorized capital, according to the law it must publish this information.
Which is better - individual entrepreneur or LLC?
For those who want to create their own business, many books have been written, lectures and seminars are held. But a frequent question was and remains: what exactly to open - an individual entrepreneur (individual entrepreneurship) or an LLC? It is no coincidence that some people choose the first option. Because opening an individual entrepreneur does not require a lot of time and large financial investments. Moreover, for beginners it is important that fines and taxes are small. Because no one is immune from mistakes and low profitability. And reporting for individual entrepreneurs is much simpler. In addition, managing your own money is easy and pleasant. There are also disadvantages, including:
The risk of losing the property of an individual entrepreneur due to unfulfilled obligations;
The types of activities of individual entrepreneurs are limited;
It is necessary to deduct a percentage to the Pension Fund.
An LLC has other pros and cons. Among the advantages is that there is no risk of losing money and property if you are just one of the founders, because the organization itself, and not an individual, is responsible for debts. Another plus is that the possibilities of such a reputable organization are much wider. The LLC can even be sold as unnecessary. And the LLC does not pay contributions to the Pension Fund if for some reason it suspends its activities. And the cons:
More complex and lengthy registration procedure;
Strict requirements for authorized capital;
Special rules for withdrawing earned funds;
Complex financial reporting;
High fines.
As is the form, so are the finances
Each commercial company creates a set of financial relations that allow solving social and production issues through the use of its own funds. The finances of commercial organizations depend on their legal form. For example, the state form is largely dependent on the injection of budgetary funds. Many unitary enterprises receive government subsidies, thus minimizing the risk of bankruptcy. While non-state owned organizations rely more on their own strength.
Their budget is formed, as a rule, thanks to the investments of the founders. However, commercial and non-profit organizations can count on budget injections. Although now is the time when state-owned unitary enterprises are increasingly relying on other sources of financing, as budget injections are being reduced. The state thus encourages enterprises to think more about the effective use of their own capabilities, finding new sources of income, and cutting costs. Such sources can be interest and dividends on securities, income from transactions with currency and foreign exchange values, expansion of the service sector, and the introduction of competitive ideas.
Financial features by industry
The financial position of firms is to a large extent influenced by industry affiliation. For example, financial commercial organizations, as industries with great financial risk, are required to have a sufficient financial foundation, additional cash reserves, and insurance. We are talking about credit institutions and insurance companies. Commercial firms with low profitability are considered to be agricultural and, oddly enough, utility and resource supply enterprises. Therefore, the law limits the ability of these firms to supplement their funding sources by issuing securities. Legislators also require increased rates for social insurance against industrial accidents and occupational diseases from those industries in which there is an increased risk of occupational “sores” and injuries - coal mining, gas, chemical and oil industries. Even the scale of the commercial firm itself is influenced by industry factors.
When organizing commercial activities, it is necessary to take into account that large-scale enterprises include mechanical engineering, shipbuilding and ship repair, metallurgical plants, in a word, almost all heavy industry. And trade and consumer services are carried out through small and medium-sized businesses, often not requiring a large scale. That is, depending on the specific industry, requirements are formed for the organizational and legal form of a commercial structure and, accordingly, for its financial mechanism.
Any form, but the essence is the same
Thus, the organizational forms of commercial organizations are very diverse. And this is good. Depending on your goals and objectives, your field of activity and creative ideas, you can choose the most suitable option. And successful activities will depend on the right choice. However, success consists of many factors, but that’s another story.
Beginning entrepreneurs often face the question: “commercial organizations - what are they?” Despite the popularity of the term, not everyone knows that this concept is enshrined in the civil code, as well as their list. What do commercial companies do, what types exist, and what distinguishes them from non-profit organizations?
Signs of a commercial organization
The legislation of the Russian Federation divides all associations into commercial and non-profit (NPOs). A commercial company is a structure whose goal is the systematic extraction of monetary income in a chosen area (production, trade or services). The list of areas in which such companies deal is very wide and in fact not limited.
Commercial organizations are created to make money. It is money that is the main motive of their activities, and all other tasks are subordinated to it - market leadership, creating jobs and attracting employees, advertising and promotion on the Internet. Such enterprises pursue commercial goals - systematically increasing profits with an increase in the rate of income growth.
The most convenient way to find out whether a company is commercial is to find out its legal form. Their list is approved by Article 50 of the Civil Code of the Russian Federation (we will consider it in more detail in the next section). But there are some other signs:
- own land, real estate, equipment, materials or raw materials by ownership or lease;
- pay for financial obligations with this property - in case of bankruptcy, the property is sold at auction;
- can act in court as a defendant or plaintiff;
- participants receive profit in proportion to their contribution to the capital of the association or means of production;
- pay taxes according to the rules of the chosen tax regime, and also act as tax agents for their employees.
So, the commercial structure is aimed at systematically making a profit in the chosen field of activity. Therefore, it registers in accordance with the procedure established by law, operates in the market and tries to lead among competitors, hires employees, provides them with salaries and acts as a tax agent for them.
The list of types of commercial organizations is approved by the Civil Code
Types of commercial organizations
The types of legal entities working for the purpose of making money are listed in Article 50 of the Civil Code. According to this normative act in modern Russia commercial organizations are:
- JSC (joint stock companies);
- Municipal unitary enterprises and state unitary enterprises;
- production cooperatives;
- partnerships;
- general partnerships.
All types of commercial organizations are fixed and limited by law. Simply put, any legal entity planning to earn money has the right to choose any of the forms you have named, but does not have the right to establish or try to register any other form. Each type of CO has characteristic features, for example, the composition of participants, powers and responsibilities, scope of activity, property rights.
The most common form of doing business in practice OOO Is it a commercial or non-profit organization? This name is present in the above list, which means the answer is clear - yes, commercial. The goal of any LLC is profit. They work in all areas of activity. The founders/owners of such a legal entity own the company's property either by ownership or lease. Profit is distributed among the founders according to their share in the authorized capital of the LLC. In case of bankruptcy of the company, the founders are bound by subsidiary liability.
IN JSC The authorized capital is divided into a certain number of shares. Unlike founders of limited liability companies, shareholders do not risk the property or assets of the company, but only the shares. If the company goes bankrupt, they will only lose the securities, or more precisely, the amount that they could gain by selling them at the peak of their value.
Scheme of commercial organizations (currently the activities of additional liability companies have been stopped)
Municipal and state enterprises They also work for income. But they are distinguished by the lack of ownership rights to real estate and means of production. Most of these enterprises are located in buildings owned by the municipality or region. While operating, municipal unitary enterprises and state unitary enterprises must earn money and simultaneously solve social problems. For example, to provide the population with transport, essential goods, and food. In practice, most of these enterprises are unprofitable and exist due to subsidies from the budget.
A commercial company operating as peasant farming, distinguished by a specialized branch of activity. LLCs or municipal unitary enterprises can operate in any industry, but peasant farms can operate only in agriculture (as the name directly implies). Participants in a peasant farm jointly own property, and the association is headed not by a director, but by an individual entrepreneur-farmer. Federal Law No. 74-FZ is dedicated to this type of legal entity.
Production cooperative similar to an LLC with the only significant difference. The founders of a production cooperative act as both owners and employees. Personal work in the cooperative is mandatory for each owner. Production cooperatives are not authorized to employ employees, but have the right to work in any industry. Guided by federal law No. 41-FZ.
Business partnerships are rare. This is a type of commercial association that is established by at least 2 persons. Management, powers and terms of the partnership are fixed by agreement. Such partnerships are very limited: the law prohibits them from establishing other legal entities, issuing bonds, or even advertising.
General partnerships- also an “endangered” species. Members of such an association can be individual entrepreneurs and legal entities; there must be at least 2 of them (as is obvious from the name). They operate on the basis of a constituent agreement, and receive profits in accordance with their share in the share capital. If the partnership goes bankrupt, the members bear joint and several liability and are liable with personal property.
The goal of any commercial organization is profit
Difference between for-profit and non-profit organizations
In Russian laws, commercial enterprises are opposed to non-profit organizations. What is the difference? The main difference that determines the different nature of the work is inherent in the goals of the institution.
A commercial company exists to make money, but for an NPO, the availability of income cannot be predetermining.
The main purpose of the activity of a non-profit association is determined by its form and, most often, is in no way connected with earning money. The most common types of NPOs are trade unions, TGPs, HOAs, religious organizations, as well as chambers of lawyers and notaries.
Conclusion
Business entities are associations established and operating to generate income. The Civil Code approves several types of such associations; the full list is presented in Article 50. Creating new forms and establishing organizations of a different type is prohibited. The main difference between for-profit and non-profit organizations is the ultimate goal of the work. For the former, profit is of key importance, and for the latter, the goal is determined by the form of activity.
The Civil Code of the Russian Federation provides for the following possible forms of organizing business activities:
business partnerships
business companies
production cooperatives
state and municipal unitary enterprises
A business partnership is a commercial organization whose authorized capital is divided into shares (contributions) of its participants (founders), who are liable for its obligations with the property they own.
A business company is a commercial organization whose authorized capital is divided into shares (contributions) of its participants (founders), who are not liable for its obligations with the property they own and risk only their shares (contributions).
A production cooperative (artel) is a commercial organization that unites citizens on a voluntary basis on the basis of membership, personal labor and other participation, and making property share contributions.
A state (municipal) unitary enterprise is a commercial organization created by the state (municipal governing body) and not endowed with ownership rights to the property assigned to it by the owner.
Three of the above four forms of entrepreneurial activity represent one form or another of combining separate, individual, private capital.
The main advantages of combining capital compared to individual entrepreneurship are as follows:
pooling of capital allows you to quickly increase it, and therefore quickly expand this or that commercial activity;
distribution of responsibility for the safety and effective use of the combined capital;
freeing up time for businessmen for personal life, education, recreation, treatment, etc.;
combining the experience and knowledge of capital owners, expanding opportunities to attract highly qualified specialists in all areas of activity;
the owners of the combined capital bear the risk only within the limits of their contributions.
Production cooperative
A production cooperative as a form of organization of entrepreneurial activity may not differ economically from a business partnership or company. It is assumed that members of a production cooperative take personal labor participation in its activities. However, on the one hand, the same thing can happen in small business partnerships and societies, and on the other hand, the law does not exclude the possibility of membership in a production cooperative of legal entities and forms of participation in its work other than labor.
As a legal entity, a production cooperative is characterized by the following features:
It is an association of citizens who organize themselves to work;
The basis of the association is membership in the cooperative;
Members of the cooperative participate in the activities of the cooperative through personal labor;
Not only personal labor, but also property participation in the activities of the cooperative is required;
Membership in a cooperative on the basis of only a share contribution without personal labor participation is in principle permitted, but in certain amounts - no more than 25 percent of the amount of share contributions. The existence of members of the cooperative who do not participate in the activities of the cooperative through their labor is also allowed. But there should be no more than 25 percent;
A legal entity can also be a member of a cooperative that contributes only a share;
Members of a production cooperative bear subsidiary liability (subsidiary liability implies that if the property of the cooperative is not enough to cover the obligations, the remaining debt is reimbursed by the shareholders) for the obligations of this legal entity in the amount established by the charter of the cooperative;
The corporate name of this legal entity must contain the actual name of this cooperative and the words “production cooperative” or “artel” (these are synonyms);
The constituent document here is the charter adopted at the general meeting of members of the cooperative;
The number of members of the cooperative must be at least 5. The maximum number is not limited;
The property base of the cooperative's activities is formed by the share contributions of the members of the cooperative.
Unitary enterprise
The main difference between a business partnership and a company and a unitary enterprise is that, firstly, the property they have belongs to them by right of ownership, and secondly, by the right of economic ownership or operational management. In practice, there is usually a second difference between these forms of commercial organizations, which is that unitary enterprises always have only one owner (the state or municipal government), while business organizations usually have several such owners (although the law allows for the possibility of having they also have only one owner).
A unitary enterprise can only be based on state or municipal property.
A unitary enterprise has the following characteristics:
1. Unlike business companies, partnerships and production cooperatives, the enterprise itself does not have the right of ownership of property. The owner of this property continues to be the founder of this enterprise. This property is assigned to the unitary enterprise itself either on the right of economic management, or on the right of operational management, on the so-called limited property right;
2. The property of a unitary enterprise is not distributed among the employees of this enterprise, is indivisible, and there can be only one owner of a unitary enterprise;
3. The management body of a unitary enterprise is sole. This is, as a rule, a director or general director, who is appointed by the owner of the property of this unitary enterprise. Collegial forms of governance are not allowed;
4. The following may be the owner of a unitary enterprise:
The Russian Federation as a subject of civil law,
subjects of the Russian Federation,
municipalities.
Economic partnership
A business partnership differs from a business company in the form of responsibility of their members, or the amount of risk they bear when participating in a particular business organization. This liability can be full, i.e., include liability for the entire property of a participant in a commercial organization, regardless of the size of his contribution to its authorized capital, or partial, limited, i.e., limited to the size of his share (contribution) to the authorized capital of this organization.
A business partnership is based on a contribution to the authorized capital and full property liability of its members. A business company is based on a contribution to the authorized capital, but the liability of its members is limited only by the size of the contribution itself.
A business partnership can exist in two varieties: general partnership and limited partnership.
Full partnership – This is a business partnership in which all its participants, called “full partners,” are liable for its obligations with the property they own.
Partnership of Faith- this is a business partnership in which not all of its participants are liable for its obligations with the property belonging to them, but there are one or more participants who do not take part in the business activities of the partnership, and therefore bear the risk of losses only within the limits of their contributions.
Any person can be a member of only one general partnership or be a general partner in only one limited partnership.
A participant in a general partnership cannot simultaneously be a general partner in a limited partnership and vice versa.
The organization of any partnership is based on the personal trust relationships of its participants. Without trust, a partnership is impossible, since the risk of its participants is unlimited (except by the size of their personal property).
A business company can exist in the following forms:
limited liability company;
additional liability company;
Joint-Stock Company.
Participants in commercial organizations have the right to participate in their management, receive information about their activities, participate in the distribution of profits received, receive a portion of the property remaining after the liquidation of the organization proportional to their contribution, and have other rights under the law and in accordance with the statutory documents.
The classification of commercial organizations is shown in Fig. 3.
Rice. 3. Classification of commercial organizations
Current legislation defines a legal entity as an organization that owns property, to which it is liable for its obligations. The existing market economy and the level of development of civil society have given rise to a large number of legal entities that have certain characteristics that allow them to be grouped on various grounds. The Civil Code of the Russian Federation carries out several classifications of organizations based on the characteristics of such groups.
Concept and objectives of business enterprises
So, depending on the goals of the activity, they are distinguished commercial and non-profit organizations. If non-commercial funds, associations and unions do not conduct business, then economic entities classified in the first group do, moreover, this is their main goal. These organizations will be discussed.
An organization classified as commercial is a legal entity that is created and operates to make a profit. The law allows for the existence of several of its types, which differ from each other in various ways, but all of them are business entities that can unite into non-profit organizations and/or simply actively interact in their business activities.
However, all such legal entities have common features, namely:
- pursue as the main goal - making a profit (income in an amount exceeding expenses);
- are created only in the manner and form prescribed by law;
- profits are distributed among the owners of the organization;
- they have their own (separate from other) property, to which real rights were transferred to them, they are responsible for their debts;
- Being independent participants in civil circulation, such organizations on their own behalf exercise rights and bear responsibilities, and also appear in court.
There is an opinion that commercial activity involves only certain types of business operations that are not related to production (for example, trade or the provision of services). However, this does not mean that in order to obtain excess income, commercial organizations cannot carry out production activities, since main point- this is profit. Speaking about it, it is impossible not to touch upon the issues of forming the finances of such enterprises.
Finance of these organizations
Finance of commercial legal entities – economic relations, which arise as part of the creation of funds for the production and sale of products, the formation of their own resources, attracting investments from the market, etc. They are usually monetary, financial, related to the circulation of funds.
The economic independence of a commercial enterprise as a participant in civil turnover cannot be realized without possessing the same characteristic in the field of finance. Thus, they have the right, independently of other entities, to determine their expenses and sources of their financing (including external ones) within the limits established by law.
As main functions of finance are called:
- Distribution. When performing the first, the initial capital is formed on the basis of contributions (contributions) of persons establishing a commercial enterprise, determines the volume of their rights (proportions) for the distribution of income received, profits, as well as the procedure for using financial resources. This allows finance to influence reproductive processes and affect the interests of all subjects of civil circulation;
- Test. The control function is characterized by accounting for production costs for the production and sale of a product (goods, work, services), based on their cost, the formation of income and cash funds, including reserve ones.
Considering the above, it becomes important issues of financial control, which is implemented by different entities in different forms:
- the commercial organization itself, which is expressed in the analysis of financial performance indicators, execution of budgets and other financial plans, schedules for fulfilling obligations to counterparties, etc.;
- on the part of the fiscal authorities in terms of monitoring the proper fulfillment of obligations to pay taxes and other payments, their correctness, timeliness, etc.;
- other bodies and organizations (for example,) in cases provided for by law.
Carrying out control allows you to identify the results of the economic activities of a commercial entity and evaluate them. So, if they are positive, then the enterprise is developing in the right direction, and if they are negative, there is a need to take measures to correct the shortcomings, since continuing activities in this perspective can lead to negative consequences, even.
However, the way in which an enterprise’s finances are organized is, of course, influenced by its industry affiliation. But not only. First of all, the legal form of the organization matters.
If you have not yet registered an organization, then easiest way This can be done using online services that will help you generate all the necessary documents for free: If you already have an organization and you are thinking about how to simplify and automate accounting and reporting, then the following online services will come to the rescue and will completely replace an accountant at your enterprise and will save a lot of money and time. All reporting is generated automatically, signed electronically and sent automatically online. It is ideal for individual entrepreneurs or LLCs on the simplified tax system, UTII, PSN, TS, OSNO.
Everything happens in a few clicks, without queues and stress. Try it and you will be surprised how easy it has become!
As a result of the reform of civil legislation, all types of organizational and legal forms of commercial organizations grouped as follows:
- corporations;
- unitary enterprises (state or municipal).
TO first group include – such commercial enterprises, the founders of which have the right to participate in their management (corporate rights), including as members of the relevant supreme bodies.
This is a large group included:
- business companies and partnerships;
- cooperatives (production only);
- farm (peasant) households.
Second group less voluminous, it is characterized, unlike corporate ones, by the fact that the organizations included in it are not vested with the right of ownership to the property transferred to them by the owners, and the latter do not acquire any corporate rights to it, since shares, shares or contributions are not allocated.
Business societies
The Civil Code of the Russian Federation in the new edition provides for the following types of forms business entities, earlier this list was wider. One of the main distinguishing characteristics is that it is an association of capital (contributions) of persons who have the burden of participating in the economic activities of the enterprise.
To them relate:
- (limited liability company);
- JSC (joint stock company);
- Company with additional liability (provided for by the Civil Code of the Russian Federation until 01.09.14).
OOO is an organizational and legal form in which it is formed from the contributions of the founders and is divided into shares owned by its participants.
It also has following signs:
- the liability of the founders (participants) is limited to their contributions (this is a general rule, from which the legislator has established some exceptions);
- the number of participants cannot exceed 50;
- ample opportunities to determine the rights and obligations of company participants independently in a corporate agreement;
- the size of the authorized capital is at least 10 thousand rubles, etc.
A business company, the authorized capital of which is divided into shares, and the participants bear the burden of losses only within the limits of their value, the legislator calls joint stock. But these are not the only features of this organizational and legal form. So, the number of shareholders is not limited here.
JSC can be public or non-public . IN first case the placement of shares is carried out by means of an open subscription or the name indicates publicity, and in second– closed (offered to a closed circle of people).
There are distinctive characteristics in the organization of company management. In addition to the main governing body - the general meeting of shareholders, as well as the sole executive body, a collegial body - the board of directors (may have a different name), consisting of at least 5 members - is also required to be created. In an LLC, the formation of such a structure is voluntary, and the number of requirements for the number of members is not established.
To learn about what a Joint Stock Company is, watch the following video:
Business partnerships
Business partnerships can be created in the following forms:
- general partnership;
- limited partnership (in other words, limited partnership).
General This type of organization is that they are based on a constituent agreement concluded by their participants (members). In addition, to a limited partnership, if this does not contradict the rules on the latter, the rules on a general partnership are subject to application.
As a result, they are also characterized by other common features:
- obligations for general partners to personally participate in the activities of the organization;
- formation of share capital through contributions of fellow participants;
- the opportunity given to each participant to act on behalf of the partnership;
- full partners in the obligations of the organization.
Nevertheless, limited partnership has its own characteristics. So, for example, in it, along with ordinary (full) partners, there are fellow investors who have a special status: they do not participate in the activities of the organization, their liability is limited to contributions. In addition, individuals can only be contributors to such a legal entity.
Producer cooperatives
Producer cooperatives have not gained much popularity.
Their distinctive characteristics are:
- membership is voluntary while maintaining equal rights;
- subsidiary liability of members of the cooperative (this means that in a situation where the organization’s property is not enough to repay the debt on its obligations, they are additionally liable for its debts with personal property within the limits established by the charter);
- the presence of an obligation for its members to personally participate in the activities of the enterprise, and in some cases there cannot be employees at all;
- establishing a legal limit on the number of members of the cooperative; there must be at least 5 of them.
Farms
One of the forms of existence peasant (farm) economy(KFH) serves as a legal entity. New norm Art. 86.1 of the Civil Code defines it main features:
- Only citizens (members of peasant farms) have the opportunity to become a participant, while creation by one person is allowed, but there is a ban on participation in several similar organizations;
- requirement of mandatory personal participation of members in the economic activities of peasant farms;
- formation of property through contributions by participants (members);
- the specific activity of this organization is agriculture;
- additional (subsidiary) liability for peasant farm obligations.
Unitary enterprises
Another organizational form of a commercial organization is unitary enterprise(UP). This is a special legal entity different from others because:
- is not vested with the right of ownership of the property transferred to it by the owner, which cannot be divided, including into shares or shares. It belongs to the enterprise under the right of economic management or the right of operational management, which significantly limits the rights to dispose of such property;
- UP has special legal capacity;
- used by the state or municipalities to create organizations participating in civil circulation.
Civil legislation distinguishes two types of such enterprises: municipal and state. In addition, the possibility of creating government enterprise, which can be of either the first or second type. It is also necessary to note the features of the management system, which is based on unity of command, since there are no collegial bodies. The organization is managed by one person – the manager (director, general director).
Big manifold organizational and legal forms of legal entities allows individuals who express a desire to conduct business activities through an organization to choose the most suitable one, based on their goals and wishes.
The main distinctive features of commercial and non-profit organizations can be learned from the following video tutorial:
All existing organizations are divided into two main groups: commercial and non-profit. Each of the presented forms operates on the basis of current legislation, while pursuing different goals. What a commercial organization is, the formation of its finances and the main differences from a non-profit organization will be discussed in the article.
The essence of a commercial organization
A commercial organization (CO) is a legal entity whose main purpose is to generate profit and distribute it among all participants.
In addition, KO has the features inherent in legal entities:
- the presence of separate property in ownership, economic management or operational management;
- possibility of renting out property;
- fulfillment of obligations on the basis of property owned by them;
- acquisition, exercise on behalf of property of various rights;
- appearance in court as a plaintiff or defendant.
Finance of a commercial organization
The finances of commercial organizations are the main link of the financial system. They cover most of the processes aimed at production, distribution, and use of GDP in monetary terms. There is another definition, according to which enterprise finance represents monetary or other relationships that arise in the implementation of various types of entrepreneurship, as a result of the formation of personal capital, target funds, their use, and further redistribution.
From an economic point of view, CI finances are subject to grouping between the following individuals and groups:
- founders when creating an enterprise;
- organizations and enterprises in the production and further sale of goods, works, services;
- divisions of the enterprise - when determining sources of financing;
- organization and employees;
- enterprise and higher organization;
- enterprise and CO;
- financial state system and enterprise;
- banking system and enterprise;
- investment institutions and enterprises.
At the same time, CO finances have the same functions as state or municipal finances - control and distribution. Both functions are closely related.
The distribution function involves the formation of initial capital, its further distribution in such a way as to maximally take into account the interests of all economic divisions of the organization, producers of goods and the state.
The basis of the control function is keeping records of expenses associated with the production and sale of products, monitoring the procedure for the formation and distribution of funds.
The basis for financial management of commercial organizations is a certain financial mechanism, represented by the following elements:
- Financial planning is an indispensable condition for the existence of any enterprise. Planning is required not only when opening a CO, but also at the entire development stage. During planning, expected results and income are compared with investments, and the capabilities of the enterprise are identified;
- financial control over organizations whose form of ownership is non-state is carried out by state authorities in terms of fulfilling obligations to tax authorities, as well as when using funds from the state budget. This happens when FBOs receive sums of money in the form of government assistance. Types of control – audit, on-farm;
- analysis of the implementation of forecasts and plans. The implementation of plans is not necessarily checked here. Such an analysis is more aimed at identifying possible reasons for deviations of planned indicators from forecast values.
Modern classification of activities
The Civil Code of the Russian Federation defines the following forms of criminal codes:
- A business partnership is a joint venture in which the authorized capital is divided into shares among all its participants. Participants are liable for the company’s obligations with their own property;
- business company - an organization where the authorized capital is divided into shares between participants, but they are not liable for the obligations of the company with their property;
- production cooperative - an enterprise that unites on a voluntary basis citizens who take collective, personal, labor or other participation in activities and make share contributions;
- state or municipal unitary enterprise - an enterprise created by the state (municipal authorities). In this case, the enterprise is not vested with ownership rights to the property assigned to it.
According to Art. 50 of the Civil Code of the Russian Federation there is only a list of the above-mentioned commercial organizations. Therefore, without first amending this legal act, it will not be possible to introduce any other law on CR.
What is the difference between a for-profit organization and a non-profit?
First, we should briefly discuss the similarities between the two types of organizations.
There are not very many of them:
- both types of enterprises operate in a market environment, therefore, in the course of operation, they can act as sellers of goods, works or services, or their buyers;
- each such enterprise must earn monetary resources, manage funds, invest them in different directions;
- The goal of each enterprise is for income to fully cover current expenses. The minimum task is the ability to work without losses;
- Both organizations are required to maintain accounting records.
Thus, it can be argued that the operating principles of commercial and non-profit organizations are identical. However, there are quite a few criteria by which they differ from each other.
| Difference | commercial organization | Non-profit organization |
| Field of activity | Created for the purpose of making a profit | Created to achieve goals that have nothing to do with the material base |
| Original target | Increase in own value, increase in income of all owners | Carrying out work specified in the organization’s charter related to the provision of services without subsequent receipt of profit by persons included in the founders |
| Important area of activity | Production, sale of goods, works, services | Charity |
| Profit distribution procedure | All profits received are subject to further distribution between participants or transferred for the development of the company | The concept of “profit” does not exist. Its founders operate with the definition of “targeted funds”, which are allocated for the implementation of specific activities, but are not subject to distribution among participants |
| The target audience | Consumers of goods, works, services | Clients, members of the organization |
| Organization staff | Working personnel are hired on the terms of civil law contracts (CLA) | In addition to employees working on GPA terms, the staff includes volunteers, volunteers, and the founders themselves also take part in the work |
| Sources of income | Own activities, share in the profits of third-party companies | Funds, government, investors, business (external revenues), membership fees, rental of own premises, transactions on stock markets (internal revenues) |
| Organizational and legal form | LLC, JSC, PJSC, PC (production cooperative), municipal unitary enterprise, various partnerships | Charitable or other foundation, institution, religious association, consumer cooperative, etc. |
| Limitations on legal capacity | Universal or general. They have civil rights, fulfill obligations on the basis of which they are allowed to engage in any activity if it does not contradict current legislation | Limited legal capacity. They have only those rights that are reflected in the statutory documents |
| The body that carries out the registration of the enterprise | Tax office | Ministry of Justice |
These are the main differences between the two types of enterprises. Another nuance is accounting. Non-profit organizations have much more complicated accounting, so their founders have to use the services of highly qualified accountants.
Loading...
