Organizational and legal forms of the enterprise: individual entrepreneurship. Individual entrepreneur - organizational and legal form. Types of organizational and legal forms. Disadvantages of individual entrepreneur status

Today, any citizen who has reached the age of majority and has minimal assets can choose the organizational and legal form of an individual entrepreneur. Meanwhile, when going for registration, a citizen of the Russian Federation must clearly understand which option will be most beneficial for him: to register an individual entrepreneur or a legal entity.

Each option has its own range of advantages and disadvantages. The choice is up to the citizen. After all, when it comes to running a business, no one wants to go broke.

Basic provisions of IP education

The organization of individual entrepreneurs is regulated by many provisions, which you need to familiarize yourself with before contacting the appropriate authority.

In particular, an individual business entity is deprived of a company name. In all documents only his full name will be indicated. This point is important to consider when ordering your own seal or stamp. If you absolutely want the name of the company to appear in the documents, you will have to register as a legal entity.

Individual entrepreneur is registered exclusively at the place of residence, that is, registration. A foreign citizen can also register in this way, but only if he has a registration for a period of at least 3 years or a residence permit. In addition, it is important to understand that an individual entrepreneur is responsible for his actions with the property that belongs to him. If such risks are not included in the plans, it is better to opt for an LLC or CJSC. Here personal assets will be reliably protected.

When planning to become a business entity, a citizen is recommended to have basic knowledge in the order of taxation and reporting. Of course, you can hire an accountant for these purposes, but such a pleasure will not be cheap. And is it worth it to involve a stranger in the affairs? The report in the IP is quite simple, and anyone with basic knowledge of mathematics can easily master its principle.

However, the organization of individual entrepreneurs in the Russian Federation involves several types of management systems. The first of them is the leader and founder in one person, who independently makes all decisions. This scheme is associated with a huge number of risks, for which not every person is able to take responsibility. In this case, the second option, allowing the hiring of a director, may be a salvation.

Before registering as an individual entrepreneur, it is important to understand how responsible this process is and what risks it may bring.

If it is not possible to resolve this issue on your own, it is advisable to seek help from a professional lawyer who will not only tell you about all the intricacies of each of the organizations, but will also help you choose the appropriate option.

What does IP contain?

In order to clearly determine whether it is worth opening an individual business, you should determine for yourself all the advantages and disadvantages of this process.

Among the positive features the following provisions can be highlighted:

work on a simplified registration and termination system;
the minimum list of required documents to start functioning; you can open an individual entrepreneur much faster than an LLC or CJSC;
minimum reporting (however, it must be submitted on time);
no need for accounting - the entrepreneur himself can handle the reports, but for this it is necessary to adopt at least basic knowledge of accounting.

At the same time, individual entrepreneurs may encounter a number of difficulties, the presence of which must be taken into account when registering:

some legal entities refuse to cooperate with individual entrepreneurs (there is no basis for such a refusal, but there is an unspoken similar rule);
in the event of a crisis, entrepreneurs will pay with their personal property;
responsibility between several founders cannot be distributed and notarized - obligations for the work will be assigned to each equally;
inability to attract investment from outside, because entrepreneurs are extremely reluctant to invest in individual entrepreneurs;
it is impossible to sell an individual entrepreneur, it is only possible to sell personal assets by simply transferring them to the buyer, who, in turn, will be forced to open his own individual entrepreneur;
It is almost impossible to donate or transfer ownership of an individual entrepreneur, because this involves lengthy paperwork.

Any business is, first of all, a huge responsibility and impeccable knowledge of your own rights. Before you begin the registration procedure, you need to soberly weigh the pros and cons in order to finally understand whether the game is worth the candle or not.

The business is almost ready. There are the most necessary things - calculations, a business plan, a room has been found. There is very little left to decide in what form the business will begin to exist.

The main task of every businessman is to make a profit and increase it. Depending on what kind of income you want to achieve, the form of activity will be chosen.

Having come to the idea that it is necessary to start his own business, a potential entrepreneur is faced with the question of choosing the organizational and legal form of his favorite business.

This choice is determined by a combination of both subjective factors influencing the entrepreneur and objective reality.

Concept of form

The organizational and legal form is usually understood as the method of use and consolidation of property by a business entity and its legal status, as well as the goals of activity that follow from this.

Choosing the right form of enterprise gives founders additional tools that allow you to rapidly develop your business.

Most often, registration of an individual entrepreneur occurs (stands for the organizational and legal form of “individual entrepreneur”). In addition, limited liability companies (LLC) are registered. Each form has both its advantages and disadvantages, which you need to know about before the stage of registering a business.

Individual entrepreneurship

The organizational and legal form of an individual entrepreneur is most often chosen for registering a small business. Most often the activity is related to retail trade, public catering, as well as services provided to the population. This choice is made due to the fact that individual entrepreneurs are given greater freedom in handling cash. Accounting for this form is very simple: it does not require hiring qualified personnel and deep knowledge in this area. However, in the event of a business failure or bankruptcy, the entrepreneur will be liable with all the property that he has.

Features of IP

The organizational and legal form of an individual entrepreneur (PBOLE or PE until 2005) involves the registration of an individual as an entrepreneur. In this case, the legal entity is not opened. The rules of the Civil Code) governing the actions of legal entities or legal acts are applied to such businessmen (in accordance with Article 23 of the Civil Code). Due to some limitations in legal matters, the current form of business organization is almost always a small or micro business.

Doing Business

Before registering, the owner thinks about the “individual entrepreneur” form. Which organizational and legal form is good, optimal, what to focus on when choosing?

The term “entrepreneurial activity” itself is the implementation at one’s own risk of independent activity, which is aimed at obtaining regular profit from the use of property, performance of work, sale of goods or offering of services. The key point is “regularity”. A one-time sale or service provided can be provided without an individual entrepreneur. However, the legislation does not precisely state what is considered “regularity”. Without registration, you can only receive income from renting out your home.

Responsibility

For activities carried out without registration with government agencies, a fine is imposed. Its sizes reach up to 300,000 rubles. or an amount equal to the amount wages or other income for a period that may be equal to two years. Also, punishment can be equivalent to working off compulsory work. The term lasts from 180 to 240 hours. Arrest for a period of up to six months can also be applied.

The organizational and legal form of the enterprise is “individual entrepreneur” in case of receiving income over one and a half million rubles. (is a particularly large size) involves liability in the form of punishment:

fine, the amount of which starts from 100,000 rubles. up to 500,000 rub.;
a fine in the amount of any income or wages for a time interval of one to three years;
imprisonment up to five years with an additional fine, the amount of which equal to the sum reaching eighty thousand rubles;
imprisonment for up to five years with or without an additional fine.

For obligations, transactions, contracts, an entrepreneur who does not have registration bears full responsibility. The reference to lack of registration is not a mitigating factor.

Fines

The organizational and legal form of an individual entrepreneur is the duties, rights, responsibilities, the fulfillment or non-fulfillment of which entails punishment.

If the amount is not reached in order for a criminal case to begin, a fine will be imposed. Incomplete payment or non-payment of the entire fee (tax) due to underestimation of the tax base, incorrect calculation of tax or other illegal actions is punishable by a fine equal to 20% of the unpaid tax.

OKOPF code

The code of the legal form of an individual entrepreneur is indicated in the classifier.

The abbreviation OKOPF is the All-Russian Classifier of Organizational and Legal Forms. This code is necessary in order to:

it was possible to create information resources that contain information about business entities;
solved analytical problems of statistics, economics and taxation, which are related to the disposal of property and property management;
socio-economic processes were predicted and analyzed;
recommendations were developed on issues of economic regulation.

The code itself is made up of 5 digits. For example, the following codes are applicable for forms of entrepreneurship:

LLC (code 1 23 00);
non-public joint stock companies (code 1 22 67);
PJSC (code 1 22 47).
individual entrepreneurs (code 5 01 02).

Code Definition

The organizational and legal form of an individual entrepreneur, CJSC or LLC is included in the classifier code.

To determine the code, you need to understand what each digit means.

The first is the section.
The second from third digits are responsible for a certain type of organizational and legal form; and the fourth - for the type of specific organizational and legal form.

In order to look at the code, you need to use the classifier in the classifier system or turn to the services of consultants.

Restrictions

The organizational and legal form of “individual entrepreneur” has no restrictions on geography in the Russian Federation or on the number of points. There is also no dependence on the place of registration. There are also no restrictions on business income.

Employees of the Social Insurance Fund and the Pension Fund of the Russian Federation, the Tax Service, the Federal Security Service, the Ministry of Internal Affairs, officials, rectors, and school directors cannot be individual entrepreneurs.

State employees who do not have special powers can be individual entrepreneurs (doctors, teachers).

Advantages and disadvantages

The organizational and legal form of an individual entrepreneur (for example, private stores, etc.) has both its advantages and disadvantages.

An entrepreneur who does not form a legal entity has the following advantages:

a simple procedure for registering a business, as well as terminating activities;
a small list of documents required for the procedure;
a simple short list of taxes;
lack of accounting: individual entrepreneurs only keep a ledger of costs and income, and also provide a quarterly report on expenses and income.

It is very important to do right choice organizational and legal form. The status of an individual entrepreneur obliges you to understand what shortcomings a business may have in its chosen form.

Among the disadvantages of IP are:

responsibility for all issues with your property in its entirety;
the impossibility of distributing responsibility for obligations that arose as a result of activities among the founders;
difficulties in attracting investors due to lack of shares or shares;
difficulties with selling a business, since it can only sell personal property in the form of assets;
transferring a business by inheritance involves a lot of paperwork.

The organizational and legal form of ownership “individual entrepreneur” is convenient for the founder of a business, but often legal entities do not want to work with individual entrepreneurs, preferring the more powerful CJSC or LLC.

Distinctive features

capable adult citizens of the Russian Federation;
minor citizens with the permission of guardians or parents;
citizens of another country who live on the territory of the Russian Federation;
citizens 16 years of age who are married or recognized as legally capable by a special body.

Registration procedure

To register you need:

application in one copy for state registration of individual entrepreneurs;
a copy of the individual taxpayer number;
form P21001 completed by the tax authority;
copies of passport and registration;
receipt for payment of duty.

Within five days, registration occurs or the entrepreneur receives a reasoned refusal.

If the procedure is confirmed, the following is issued:

certificate of registration as an individual entrepreneur;
extract from the Unified State Register of Individual Entrepreneurs (state register containing a list of individual entrepreneurs).

The cost of this procedure will be about 2,000 rubles. You need to pay 800 rubles. duties and about 1,000 or 1,500 rubles. for the services of a notary, but only when his services are necessary. You can also come to the authorities yourself, it’s completely free.

In the future, activities will be accompanied by the payment of taxes and the submission of minimum reports. Online services that provide services on a free or paid basis can remind you of the deadlines for submitting documents to the authorities.

In world practice, various organizational and legal forms enterprises that are determined by national legislation individual countries. Laws give them the status of a legal entity that has separate property and is liable for its obligations with this property, has an independent balance sheet, and acts in civil proceedings, in court, economic court and arbitration court on its own behalf.

Enterprises can be classified according to a number of characteristics. So, for example, depending on which property predominates: public or private; Two types of enterprises can be distinguished:

State and public enterprises. Their totality represents the public sector of the economy.

Private enterprises operating in such forms as: sole proprietorship, partnerships, joint stock companies, mixed enterprises, in general, those enterprises that represent private sector economy.

Otherwise, enterprises, in accordance with Russian legislation, can be divided into two models. The essence of the first model is that the founders (participants), with the transfer of the corresponding property to a legal entity (enterprise), completely lose their proprietary rights to it. They do not have such rights in relation to acquired property. Accordingly, both the property transferred by the founders (participants) and the property acquired by the legal entity itself is recognized as belonging to it by right of ownership. By losing property rights, the founder (participant) in return acquires obligatory rights - rights of claim against a legal entity (enterprise). This means, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

According to this first model, business partnerships and business societies are built, as well as production and consumer cooperatives, that is, enterprises - corporations.

The second model differs in that the founder, transferring the corresponding property to a legal entity (enterprise) for possession, use and disposal, continues to remain its owner. The founder is recognized as the owner of everything that the legal entity (enterprise) acquires in the future in the course of its activities. Thus, real rights to the same property are possessed by the founder-owner and the enterprise itself, to which the property belongs based on the right of economic management or operational management derived from ownership. Enterprises using this model include state and municipal unitary enterprises, as well as owner-financed institutions, in particular in cases where the owner is the Russian Federation, a subject of the Federation or a municipal entity.

In the Russian Federation, all organizations are divided into commercial and non-profit. The difference is simple: the main goal of commercial organizations is always to make a profit. The purpose of non-profit organizations is determined by the organization's charter. At the same time, a non-profit organization may well engage in entrepreneurial activities for financial security the activity for which it was created.

The following commercial organizations stand out:

1. Business partnerships and societies (HTO);

2. General partnership (PT);

3. Limited partnership (LP) or limited partnership (LP);

4. Limited liability company (LLC);

5. Additional liability company (ALC);

6. Open joint-stock company (OJSC);

7. Closed joint-stock company (CJSC);

8. Subsidiary business company (DSO);

9. Dependent Economic Company (DCO);

10. Production cooperatives (PrK);

11. State or municipal unitary enterprises (UE), which are divided into:

a) state-owned enterprise (UE with the right of operational management);

b) a unitary enterprise with the right of economic management;

The classification of non-profit organizations is as follows:

Consumer cooperatives (PC);

Public and religious associations;

State Corporation (GC);

Non-commercial partnership(NK);

Institutions;

Autonomous non-profit organization (ANO);

Associations and unions legal entities).

Now let us dwell in more detail on the characteristics of some organizational and legal forms of enterprises.

Individual entrepreneur (IP) is an individual (citizen) who personally conducts business on his own behalf, at his own expense and at his own risk, and independently makes business decisions. An individual entrepreneur bears personal full responsibility for the results of his activities. This means that in the event of debt formation, the entrepreneur pays with all his property. At the same time, the entrepreneur works himself, without attracting additional labor. Such entrepreneurship is classified as individual work activity and is registered with local authorities, carried out on the basis of a patent, and the entrepreneur pays taxes as an individual.

However, an entrepreneur can attract additional labor and register an individual (family) private enterprise. For this purpose, the charter of the enterprise is presented, reflecting its purpose and types of activities. At the same time, there is a taxation system for enterprises and property liability extends only to the capital of a given enterprise.

An individual entrepreneur can use his own property and, under an agreement, the property of other persons in business activities. He can borrow money, get a loan from banks, other organizations or individuals.

An individual entrepreneur independently distributes the profit from his activities remaining after taxes.

In the event of the death of an entrepreneur, his rights and obligations pass to his heirs - legal successors. Individual entrepreneurial activity is terminated by decision of the entrepreneur himself or the court. The court has the right to terminate individual activities if the entrepreneur is declared bankrupt or in violation of current legislation. From the moment such a decision is made, his registration as an individual entrepreneur becomes invalid.

General partnership (PT). The current Civil Code recognizes as full a business partnership whose participants, firstly, carry out business activities on behalf of the partnership and, secondly, are subsidiarily liable for its obligations with all their property. A feature of a general partnership is the fact that the entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity. And also, if there is insufficient property of the partnership to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants (or all of them together). Thus, in a general partnership, a situation cannot be ruled out when the other participants will be liable for a transaction concluded by one of the participants, and with all their property, including personal property. Therefore, the activities of the partnership are based on the personal trust relationships of all its participants, the loss or change of which entails the termination of the activities of the partnership. Participants in a general partnership can be either individual entrepreneurs or commercial organizations. A characteristic feature of a general partnership is also the fact that a specific person can be a participant in only one general partnership.

Since, as a general rule, any of the participants in a general partnership is engaged in entrepreneurial activities on behalf of the partnership as a whole, the creation and functioning of a general partnership does not require a charter establishing the competence of its bodies. The only constituent document of such a commercial organization is memorandum of association, which must be signed by all its participants. From the moment of state registration of this agreement, the partnership arises as a legal entity.

Limited partnership or limited partnership (TV) or (CT) , differs in that it consists of two groups of participants. Some of them carry out business activities on his behalf, in other words, their business activities are considered the activities of the partnership itself. At the same time, they bear additional liability for the obligations of the partnership with all their property, and unlimitedly and jointly with each other. Therefore, this group of participants is complete comrades and constitutes a general partnership within limited partnership. Another group of participants - investors (limited partners) only makes contributions to the property of the partnership, but is not liable with his personal property for its obligations. Since the contribution of any partnership or company becomes the property of this commercial organization, it would be incorrect to say that the liability of limited partners is limited to the amount of their contributions. In fact, they do not bear any property liability at all for the debts of the partnership, because these contributions have ceased to be their property, but only bear the risk of losses - the loss of their contributions.

Since limited partners (investors) bear much less risk than general partners, they are excluded from conducting business activities on behalf of the partnership and, in fact, from managing its affairs. While retaining the right to receive income on their contributions, they are forced to trust their general partners regarding the appropriateness of using their contributions. Hence the traditional Russian name kommandita - limited partnership.

Thus, a limited partnership, in a certain sense, can be considered a type of general partnership, in which the use of capital from third parties (investors) is allowed, i.e., it becomes possible to attract additional funds not at the expense of the property of general partners. Therefore, the property and legal status of general partners in a limited partnership is determined by general rules on a general partnership and its participants, and investors are essentially subject to the rules on participants in business companies - capital associations.

Only individual entrepreneurs or commercial organizations can act as general partners. In contrast, all participants in civil legal relations can act as investors, i.e. citizens, legal entities, including non-profit organizations and even state and municipal entities, since they are not obligated and do not have the right to personally participate in the entrepreneurial activities of the limited partnership.

As in a general partnership, the only constitutive document of a limited partnership is memorandum of association. Since limited partners are removed from the direct management of the affairs of the partnership, and any of the general partners participates in property turnover on behalf of the partnership as a whole, a limited partnership does not require special governing bodies and, therefore, does not need a charter. In this sense, the management of the affairs of a limited partnership completely coincides with the organization of management in a general partnership and is regulated by the same rules. Therefore, the founding agreement of a limited partnership is drawn up and signed only by general partners, and not by investors. At the same time, it must contain a condition on the total amount of contributions of limited partners, but not necessarily on the amount of contribution of each of them.

Limited Liability Company (LLC) a business company established by one or more persons is recognized, the authorized capital of which is divided into shares of sizes determined by the constituent documents; The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the limited liability company, within the limits of the value of the contributions made by them. In accordance with the Civil Code of the Russian Federation, limited liability 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 general (universal) legal capacity. Such legal entities can carry out any types of activities not prohibited by law. Certain types of activities, the list of which is established by law, can be carried out by a legal entity only on the basis of a permit (license). Today the main normative act, establishing such a list is the Federal Law of the Russian Federation of September 25, 1998 No. 158-FZ “On licensing of certain types of activities” and the Decree of the Government of the Russian Federation of April 11, 2000 No. 326 “On licensing of certain types of activities”.

In accordance with the Law, a limited liability company may create branches and open representative offices by decision of the general meeting of participants of the limited liability company, adopted by a majority of at least two-thirds of the total number of votes of the company's participants, if necessary more votes for making such a decision are not provided for by the company's charter.

Additional liability company (ALC) A company established by one or more persons is recognized, the authorized capital of which is divided into shares, the sizes of which are determined by the constituent documents of the company. Participants in an additional liability company (ALS) jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions to the authorized capital of the company, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants of an ALC, his liability for the obligations of this company is distributed among the remaining participants of the company in proportion to their contributions to the authorized capital of the ALC, unless a different procedure for the distribution of liability is provided for by the constituent documents of the company with additional liability. In all other respects, an additional liability company is no different from a limited liability company. The corporate name of such a company should indicate that it is, indeed, a company with additional responsibility.

The organizational and legal form of a company with additional liability has not yet received any serious distribution in Russia, so it is impossible to say anything more about how well the ALC form improves the LLC form due to the lack of widespread practice comparative application both forms of entrepreneurial business. While a company with additional liability is nothing more than exotic variety families of entrepreneurial firms based on shared ownership of the means of production.

Joint-Stock Company - This is one of the organizational and legal forms of enterprises. It is created by centralizing funds (pooling capital) of various persons, carried out through the sale of shares in order to carry out economic activity and making a profit. Individuals and legal entities can act as participants in the combination of capital by creating a joint-stock company (participants of the company).

The authorized capital (the combined contribution of the company's participants) at the time of establishment of the joint-stock company must be secured by the property of the company. In the process of creating a company, its founders combine their property under certain conditions, fixed in a special agreement - the charter of the company. On the basis of such combined capital, economic activities will be conducted in the future with the aim of making a profit. The contribution of a company participant to the combined capital can be cash, as well as any material assets, securities, rights of use natural resources and other property rights, including intellectual property rights. The combined property, valued in monetary terms, constitutes the authorized capital (fund) of the company. The latter is divided into a certain number of equal shares. Evidence of the contribution of such shares is a share, and monetary value This share is called the par value (par value) of the shares. Thus, a joint stock company has an authorized capital divided into a certain number of shares of equal par value, which are issued by the company for circulation on the securities market. Each participant in the joint capital is allocated a number of shares corresponding to the size of the share contributed by him. Owners of shares, shareholders, are so-called shared owners, and in fact co-owners of the joint-stock company.

A joint stock company is a legal entity.

A joint stock company acquires the rights of a legal entity from the moment of its registration with the State Registration Chamber or other authorized state body.

A joint stock company is liable for its obligations with all its available assets. However, the company is not responsible for the obligations of its individual participants (shareholders).

There are two types of joint stock companies: open and closed. The main difference between the two is the way shares are distributed. Shares of closed joint stock companies are distributed among their founders. Shares of open joint-stock companies can be freely bought and sold, and anyone who has bought at least one share can become a co-owner of the combined property of such a company. At the same time, the shares of the joint stock company open type can be transferred from one owner to another without the consent of other shareholders, while company shares closed type- only with the consent of the majority of shareholders, unless otherwise specified in the company's charter.

The functioning of a closed joint-stock company also differs in other features, which must necessarily be reflected in its charter. Closed joint stock companies are mainly small private enterprises with a small number of shareholders, such as shops, studios, workshops, garages, etc.

The main characteristics of an open joint stock company are the scale of the combined capital and the large number of owners. The main idea that is usually pursued when creating this form of private enterprise is to attract and concentrate large amounts of money (capital) from the population and other enterprises with the aim of using them to make a profit.

Production cooperative (PC or artel) - an association of citizens for joint production or other economic activities, based on their personal labor participation and the pooling of property contributions. Legal entities can participate in the activities of a production cooperative. (The number of members of the cooperative must be at least 5.) The company name must contain the words “production cooperative” or “artel”.

The constituent document of the PC is the charter, which is approved by the general meeting and contains the conditions: on the amount of share contributions; on the composition and procedure for making contributions and liability for violation of the obligation to make share contributions; about the nature and procedure of labor participation; on the procedure for distribution of profits and losses; on the amount and conditions of subsidiary liability of its members for the debts of the PC; on the composition and competence of management bodies, the procedure for making decisions. The property owned by the PC is divided into shares of its members in accordance with the charter. Part of the property may constitute an indivisible fund for the purposes specified by the charter. The production cooperative does not issue shares. Profit is distributed in accordance with labor participation, unless otherwise provided by the charter. Property is also distributed after liquidation. The highest governing body of the PC is the general meeting. The executive body is the board and (or) chairman. The competence of PC management bodies is determined by law and charter. Exclusive competence includes: changing the charter; formation of a supervisory board; admission and exclusion of PC members; approval of annual reports and balance sheets, distribution of profits and losses; reorganization and liquidation.

A PC member can leave it. He must be paid the value of the share or given the property corresponding to his share. Transfer of a share to a citizen - not a member of the PC - only with the consent of the cooperative.

State and municipal enterprises - this is a commercial organization created by the state and local governments that is not vested with the right of ownership to the property assigned to it by the owner; in other words, this property cannot be distributed among deposits, shares, shares, including among employees of the enterprise. The property that is allocated to such enterprises is respectively in state or municipal ownership and belongs to the enterprises under the right of “economic management” or “operational management”. The tasks, the volume of assigned property (statutory fund), and the powers of economic management are determined in the charter of the enterprise, approved by the authorized state or municipal body. The governing body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). Unitary state and municipal enterprises base their activities on commercial principles, matching revenues with costs and achieving increased profits. At the same time, such enterprises are liable for their obligations arising in the course of economic activity with all their property. 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 property owner. Thus, the measure of economic isolation of unitary enterprises is clearly and strictly defined. But there are situations when the owner of the property can be held vicariously liable - if the owner of the property has the right to give binding orders to the enterprise and the insolvency of the latter is caused by the actions of the founder-owner.

Non-profit organizations - these are legal entities for which making a profit is not the main goal, and the profit received from business activities is not distributed among the participants, but is directed towards achieving the main goals of the activity: social, charitable, cultural, educational, scientific and managerial, as well as health protection citizens, development of physical culture and sports and other public benefits.

Legal entities that belong to non-profit organizations can be created in the form of consumer cooperatives, public and religious associations, charitable and other foundations, as well as in other forms provided by law. Such legal entities have the right to engage in entrepreneurial activities only to the extent that this is necessary for their statutory purposes.

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.

The Foundation is recognized as a non-profit organization that does not have a membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational and other socially beneficial 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 created, and the fund is not liable for the obligations of its founders.

An institution is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The rights of an institution to the property assigned to it correspond to the rights of a state-owned enterprise, that is, this property can only be used for the purpose of carrying out its statutory activities and the tasks of the owner.

Associations of legal entities (associations and unions). Commercial organizations, in order to coordinate their business activities, as well as to represent and protect common property interests, may, by agreement among themselves, create associations in the form of associations or unions that are non-profit organizations.

A consumer society (cooperative) is recognized as a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property shares by its members. Income received by a consumer cooperative from business activities carried out by the cooperative in accordance with the law and charter is distributed among its members.

Knowledge of what the organizational and legal forms of a legal entity are will be needed primarily by those who have decided to open their own business. Having received information about what they are like, it is easier for a future businessman to determine which form is suitable for him to create his own company.

Which OPF to choose
Joint Stock Company (JSC)

Before choosing a legal form, you need to decide on the following questions:

How will the company be financed? Whether it is necessary to attract investors or only the owner will invest in the company.
Does the owner want to run the business independently or hire a director, accountant and other employees?
How big will the business be, what is the expected monthly and annual turnover?
Which settlement with counterparties is preferred: cash or non-cash?
Is it possible to sell the business in the future?

The solution to these issues determines the form of doing business, as well as the number of reporting forms and the frequency of their submission.

What is the organizational and legal form of an enterprise

Before moving on to considering organizational and legal forms, it is necessary to understand what they are.

Organizational and legal forms of a legal entity (OLF) are forms of activity that are directly established by the legislation of the country and determine the rights, obligations and procedure for disposing of the assets of a legal entity.

The main criteria by which legal entities are classified are:

Goals of activity.
Forms of ownership.
Participants' rights.
Composition of owners.

The Civil Code of the Russian Federation includes two main forms of doing business:

Commercial companies. The main goal they pursue in the course of their activities is to make a profit, which the owners of the company distribute among themselves.
Non-profit organizations. They are not created for profit, and if profit does arise, it is not distributed among the founders, but is spent on statutory purposes.

Classification of commercial organizational and legal forms

The organizational and legal forms of commercial organizations, in turn, are also divided into several types:

Business partnerships are either full or faith-based (Article 69.82 of the Civil Code of the Russian Federation). The difference between them is the degree of responsibility of the comrades (participants). In a full company, they are liable for the obligations of the company with all their property, and in a faith-based (limited partnership) - only to the extent of their contributions.
Business companies (Articles 87, 96 of the Civil Code of the Russian Federation) - limited liability companies (LLC), joint-stock companies (JSC). The capital of an LLC consists of contributions from participants and is divided into shares, while in a JSC the capital is divided into a certain number of shares.
Production cooperatives (Article 106.1 of the Civil Code of the Russian Federation) - citizens unite in such organizations voluntarily on the basis of membership and share contributions. Such cooperatives are based on the personal labor of their members.
Economic partnership is quite rare and is practically not mentioned in the Civil Code of the Russian Federation; it is regulated by a separate law No. 380-FZ.
Peasant farming (Article 86.1 of the Civil Code of the Russian Federation) – an association of citizens for the management Agriculture. Based on their personal participation in the business and property contributions.

To commercial structures in accordance with Art. 113 of the Civil Code of the Russian Federation also includes unitary organizations, which are of two types:

government;
municipal.

Classification of forms of non-profit organizations

The organizational and legal forms of non-profit organizations presuppose that the monetary profit received in the course of their activities goes towards the implementation of their statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from paying most taxes. Businessmen readily take advantage of this.

It is beneficial to establish non-profit forms of organization in the areas of education, media, and communities of interest. They are such widows:

A consumer cooperative (Article 123.2 of the Civil Code of the Russian Federation) is a non-forced association of people and their property for the implementation of entrepreneurial activities and joint projects.
Public and religious organizations (Articles 123, 26, 123.4 of the Civil Code of the Russian Federation) are a united group of people who have united at their own discretion to satisfy non-material needs (for example, spiritual, political, professional, etc.).

Fund (123.17 Civil Code of the Russian Federation) - has no membership, an organization established by legal entities and/or citizens, which exists thanks to voluntary contributions. Such an organization can only be liquidated by a court decision. May have goals: charitable, cultural, social, educational.
Association of real estate owners (Article 123.12) - unites owners of apartments and other buildings, including dachas and land that are in joint use.
Association and union - based on membership, created to represent common interests, including socially beneficial and professional ones.
Cossack societies are regulated by separate legislation (No. 154-FZ). Created for voluntary service.
Communities of indigenous peoples of the Russian Federation of small numbers (Article 123.16 of the Civil Code of the Russian Federation) - such communities are created in order to protect the original habitat and preserve the traditions of nationalities.
Institutions (Article 123.21 of the Civil Code of the Russian Federation) - are created for managerial, social or cultural purposes.
Autonomous non-profit organizations (Article 123.24 of the Civil Code of the Russian Federation) - involves the provision of services in the field of education. medicine, culture, science, etc.

We have systematized all the information about each of the forms of management, as well as their pros and cons, in the table:

Name of OPF	Short title	Definition
Commercial organizations		Organizations whose main goal is to generate profit and distribute it among participants
Business partnerships		Commercial organizations in which contributions to the share capital are divided into shares of the founders
General partnership	PT	A partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the joint capital of the PT, but also with the property belonging to them
Partnership of Faith	TNV	A partnership in which, along with general partners, there is at least one participant of another type - an investor (limited partner) who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV
Business societies		Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company	OOO	A business company whose participants are not liable for its obligations and bear risk only within the limits of their contributions to the authorized capital of the LLC
Additional liability company	ODO	A business company whose participants jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple of the value of their contributions to the authorized capital of the ALC.
public corporation	OJSC	A business company whose authorized capital is divided into a certain number of shares, the owners of which can alienate the part they own without the consent of other shareholders. Shareholders bear risk only to the extent of the value of the shares they own.
Closed joint stock company	Company	A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of the shares they own.
Subsidiary business company* (a subtype of business company, not a private enterprise)	DRL	A business company is recognized as a subsidiary if the decisions it makes, due to one circumstance or another, are determined by another business company or partnership (predominant participation in the authorized capital, according to an agreement or otherwise)
Dependent business company* (a subtype of business company, not OPF)	ZHO	A business company is recognized as dependent if another company has more than 20% of the voting shares of the joint-stock company or more than 20% of the authorized capital of a limited liability company (LLC)
Producer cooperatives		A voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the pooling of property share contributions by its members (to a cooperative mutual fund)
Agricultural artel (collective farm)	SPK	A cooperative created for the production of agricultural products. Provides for 2 types of membership: member of the cooperative (works in the cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Fishing artel (collective farm)	PKK	A cooperative created for the production of fish products. Provides for 2 types of membership: member of the cooperative (works in the cooperative and has the right to vote); associate member (voting rights are vested only in certain cases provided for by law)
Cooperative farming (koopkhoz)	SKH	A cooperative created by heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities in the production of agricultural products based on personal labor participation and the pooling of their property shares (land plots of peasant farms and private household plots remain in their ownership)
Unitary enterprises		A unitary enterprise is an enterprise that is not endowed with the right of ownership to the property assigned to it by the owner. Only state and municipal enterprises can be unitary
State (state) enterprise	GKP	A unitary enterprise based on the right of operational management and created on the basis of property in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation
Municipal enterprise	MP	A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. Created by decision of the authorized person government agency or local government
Peasant (farm) economy* (not OPF)	peasant farm	The legal form of organizing agricultural production, the head of which, from the moment of its state registration, is recognized as an individual entrepreneur, is endowed with the right to make all decisions on its management, and bears full responsibility for its obligations. Within the framework of a peasant farm, its members pool their property and take part in its activities through personal labor. For the obligations of a peasant farm, its members are liable within the limits of their contributions.
Non-profit organizations		Organizations that do not pursue the goal of making a profit and do not distribute the profits between participants
Consumer cooperative	PC	A voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out by combining its members with property shares. Provides for 2 types of membership: cooperative member (with voting rights); associate member (has the right to vote only in certain cases provided for by law)
Public and religious organizations		A voluntary association of citizens based on common interests to satisfy spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization
Funds		An organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals. Has the right to engage in entrepreneurial activities to achieve their goals (including through the creation of business companies and participation in them)
Institutions		An organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part
Associations of legal entities		Associations (unions) created by legal entities for the purpose of coordinating business activities and protecting their property interests. Members of the association retain their independence and rights as a legal entity

Which OPF to choose

The most common forms of business are LLC and JSC.

Limited Liability Company LLC

The organizational and legal form of an LLC is a company whose capital consists of the contributions of its participants; they do not bear the risk of losses associated with activities in the amount of their contributions.

Advantages:

It is easier to create an LLC than other legal entities.
The liability of the founders is limited to the size of their contributions.
The minimum amount of authorized capital required by law is relatively small.
As legal entities, LLCs can use bank loans, and their terms are more favorable than for individual entrepreneurs.
By choosing special forms of taxation, an LLC can operate without an accounting report (or maintain it in a simplified manner) and pay taxes according to a simplified system.
Selling a business is very simple, just change the composition of the founders.

Flaws:

It is possible that disagreements between several founders may be difficult to resolve.
More finance is needed to create an LLC than for an individual entrepreneur.
Closing an LLC is more difficult than an individual business (IP); it often takes more than one month.
Important decisions require the consent of all founders.

Limited liability organizations are suitable for medium-sized companies planning large turnover bank account and raising borrowed capital.

Joint Stock Company (JSC)

According to the Civil Code of the Russian Federation, a joint-stock company has an authorized capital, which is divided into a certain number of shares. Each shareholder has the right to count on receiving dividends and participating in the management of the company

A JSC must maintain financial statements, and they must be published in the public domain. Each issue of shares is registered in a special register. There is also a need to maintain a register of shareholders. The JSC must have a qualified lawyer and accountant to monitor any changes in legislation in order to avoid violations, as this promises large fines.

A JSC is in a more protected position from raider takeovers than an LLC. Exiting the founders of a joint stock company is simple - you need to sell your shares.

This form of management is suitable for large businesses - manufacturing and construction companies, banks and financial institutions.

Individual entrepreneurship

You can engage in entrepreneurship without forming a legal entity. This form of economic activity includes individual entrepreneurship (IP). This form of activity is simple and beneficial for small and medium-sized businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that need to be known and taken into account:

Advantages of IP:

It is easier to open or close than other forms of doing business.
Opening an individual entrepreneur involves minimal costs.
Accounting is not needed or requires a simplified form.
Tax can be paid according to a simplified scheme.
There is only one business owner - the entrepreneur.

Flaws:

The owner bears absolute responsibility for all of his property.
It is difficult for an individual entrepreneur to get a business loan.
Legal merger or separation of capital between partners is difficult to achieve.
It is often necessary to pay taxes even when the activity is not performed or results in a loss.
Some counterparties prefer to work with legal entities.

Conducting this form of activity prevails among market traders, small shops, salons for providing any services to the population (for example, hairdressers) or online stores.

Changes made to the Civil Code of the Russian Federation that affected organizational and legal forms

On September 1, 2014, serious changes took place in the Civil Code of the Russian Federation, which significantly changed the classification of OPF:

Now there are no additional liability companies. Their creation is no longer permitted in accordance with the requirements of Art. 66 Civil Code of the Russian Federation.
No significant changes have been made to the LLC; now this company is merged with the ODO.
New concepts have appeared: unitary and corporate enterprises. In corporate, founders can participate in management and be elected to management bodies (for example, LLC, JSC, etc.) In unitary - the founder is the state or municipality (SUE, MUP).
Closed and open joint stock companies have changed to public (PJSC) and non-public (JSC).

Joint stock companies that exist both closed and open do not have to re-register OPF according to the new rules. At the same time, when changes are made to the constituent documents for the first time, they must be brought into compliance with the new norms of the Civil Code.

The most popular form of business, LLC, remained unchanged.

It is necessary to have information about OPF and changes in legislation related to the creation of enterprises of various forms of ownership in order to choose the organizational and legal form of activity that is beneficial for you.

investingclub.ru

Every person who decides to take on such a risky and responsible business as a business always asks the primary question of choosing the organizational and legal form of the future company. At this stage, the following problems are solved: Which form will bring more profit and ensure the competitiveness of the business? Who should I be: an individual entrepreneur or a legal entity?

In order to understand all the issues and not make a mistake in choosing, it is better to seek advice from specialists. The law firm “Azbuka Prava” will advise you and help you with preparing documents for registering a company.

Each option has its own advantages and disadvantages. Which? Here you need to understand everything in order.

Individual entrepreneur (IP)

Surely you have heard the abbreviation “IP” more than once in the news or someone you know used it in a conversation. What is hidden behind such a concept as “IP”? This remains to be seen.

At the moment, an individual entrepreneur (IP) is an individual. a person registered in accordance with legislative norms and carrying out commercial activities without forming a legal entity.

Individual entrepreneur, as an organizational and legal form of doing business, is the simplest, not requiring much time and effort in its formation and registration. When creating an individual entrepreneur you need:

This form does not require the creation of a charter and constituent documents detailing the activities of the company.

It is also necessary to take into account that the fee for state registration of individual entrepreneurs is minimal and amounts to 800 rubles.

Another aspect when choosing individual entrepreneurship can be the special tax regime. Since January 1, 2013, individual entrepreneurs have the opportunity to conduct business under the patent tax system. The purpose of a patent is to simplify taxation. By purchasing a patent, an entrepreneur is exempt from paying personal income tax, VAT, and property tax for a certain period of time. individuals. There are a number of requirements to obtain a patent. Today it is:

revenue for a calendar year should not exceed 60 million rubles,
the number of employees involved in the process should not exceed 15,
The activities of the individual entrepreneur must be carried out in one specific region (the application must be submitted at the place of business activity.)
the main requirement: the activity must fit one of the items on the officially approved list.

It is necessary to take into account the fact that the cost of a patent is calculated annually, and also directly depends on the level of inflation in the country and the volume of revenue for previous years of commercial activity.

Recently, another significant advantage has appeared for individual entrepreneurs. It's about about tax holidays, which imply exemption from paying taxes to the state budget in order to refinance the profits received for development own business. The right to tax holidays can be used by businessmen who have chosen individual entrepreneurs as the form of running their own business.

However, the IP form has a number of disadvantages. First of all, this is the full property liability of the entrepreneur for his obligations. Simply put, in the event of failure to fulfill obligations on the part of the individual entrepreneur, the entrepreneur will be required to respond in full for liabilities with personal property directly in his possession. As an exception, in this case, only the most necessary property is used: an apartment (if this is the only home for the owner), home furnishings and household items, etc.

Another drawback is that an entrepreneur does not have the right to additionally attract partners to an individual entrepreneur without changing his status. If partners appear in a business, there is an urgent need to register a legal entity with several founders.

In today's economic climate, entrepreneurs most often register a small business as an individual entrepreneur.

Limited Liability Company (LLC)

A limited liability company (LLC) is a business entity that is established by one or more people, the authorized capital of which is divided into shares, shares, etc. The participants of the organization are both the owners of these shares and the founders of the company. In this case, the founders bear the risks and full responsibility for possible financial losses that may arise in the process of conducting financial and economic activities only in the amount of their shares in the authorized capital.

Speaking in simple language, if the company does not live up to its expectations and, as a result, the company goes out of business, then the collection will only cover the property of the organization, but in no case the own property of its founders.

Such a distinction between the obligations of the company’s owners is relevant for both LLCs and joint stock companies.

However, it should be noted that there is an important exception in this case. If it is proven that the company was forced to declare itself bankrupt due to the fault of its owner or owners, then in this case, if there is a shortage of legal property. persons, the penalty is also applied to the personal property of the owners.

A limited liability company is a predominantly acceptable form for both small and medium-sized businesses. For this reason, today a large number of companies, especially the large business segment, are formed as LLCs. The reason for such ubiquity of this type of organizational and legal form of business is the ease of creation, high level management control over the activities of both the company as a whole and the individual employee. Also significant advantages are efficiency, mobility, and simple change of organization members. For the profitable and competitive functioning of a company in the modern economic market, the company needs a constituent agreement, which defines the procedure and rules for the founders to conduct a joint business, the size of the authorized capital (AC), the share of each participant in the MC, etc.

In addition, the company needs a charter, which sets out the defining information about the organization.

Speaking about the authorized capital of the company, it is important to note the fact that its size for an LLC must be at least 10 thousand rubles. At the time of registration of a limited liability company, the management company must be paid at least half. The balance must be repaid by the founders of the company during the first year of operation of the company.

A joint stock company is an organization formed by individuals who have combined their property into a management company, divided into the number of shares that are secured by securities, i.e., it is a certain activity aimed at making a profit, in which the management capital is divided into a certain number of securities (for example, shares , bonds).

Until recently, joint stock companies were divided into closed and open (CJSC, OJSC). To date, the legislative bodies of the Russian Federation have made amendments to the Federal legislation. As a result, instead of closed and open joint-stock companies, public and non-public companies were formed.

Non-public joint-stock company (JSC, former CJSC)

Shares of this type of joint stock company are distributed only among its owners or a previously formed circle of persons. Securities cannot be placed simple placement shares on stock exchanges or otherwise offered to the public. A JSC may include no more than 50 shareholders. If this limit is exceeded, the JSC must undergo the procedure of transformation into a PJSC (Public JSC).

By by and large the difference between LLC and JSC is almost invisible.

In both cases, the founders, as business owners, need to enter into an agreement that prescribes the procedure and rules that are fully capable of regulating their implementation of the joint functioning of the company, the size of the charter capital, the categories of shares they issue, the procedure for their issue and sale, etc.

The next particularly important and necessary document of a company, as with an LLC, is its charter.

The starting amount of the capital for a joint-stock company, as well as for an LLC, is set at 10,000 rubles. Distinctive feature is that the charter capital of a joint-stock company consists of shares. Often shares are uncertificated, and all necessary information about their owners is stored in in electronic format in the register of shareholders.

The issue of shares is subject to mandatory registration in Federal service on financial markets. In addition, you will need additional time to register the issue of shares.

Due to a number of similarities between LLC and JSC, it is becoming increasingly difficult to choose a specific organizational and legal form of the company. In this regard, many do not immediately pay attention to the difference between these forms in the form of splitting shares (monetary and shareholding). In addition, there is an opinion that an organization registered as a joint-stock company (formerly a closed joint-stock company) is more profitable and competitive than in the form of an LLC. However, in reality this is not entirely true. At the moment, a fairly large number of large companies, increasingly, prefer to retain LLCs. In addition, lawyers involved in registering companies are increasingly advising clients to opt for an LLC.

This is due to a number of reasons. The procedure for registering an LLC is simpler and faster. The sale of a company is impossible without the consent of absolutely all its participants. In other words, an LLC is a stronger structure compared to a joint stock company.

Public joint stock company (PJSC, former OJSC)

Public JSC (PJSC, former OJSC). Public joint-stock company PJSC (formerly Open Joint-Stock Company - OJSC) is one of the forms of joint-stock company. The main difference between a PJSC and a JSC is that participants in a public joint stock company have the right to freely dispose of their shares. To do this, they do not need to obtain approval from other shareholders. PJSC issues shares to bearer, i.e., any person can purchase them.

Another advantageous difference between a Public JSC and a Non-Public JSC is the number of shareholders. In a PJSC it is unlimited, there are no problems with buying and selling shares.

As a consequence of these privileges, the size of the Criminal Code. Its size must be at least 100 thousand rubles.

This organizational and legal form is typical and highly profitable for large public companies. Firms of this kind, as is customary, are quite capable of attracting external investment in their business project or entering general exchanges (within the country and abroad).

Which type should you choose?

In this case, the first thing you need to pay careful attention to is the level of responsibility for performance results.

It is necessary to remember that an individual entrepreneur (individual entrepreneur) is liable for his obligations with absolutely all property owned by him, with the exception of property that is protected from coverage by law.

In case of registration of a legal entity. of a person (limited liability company, joint stock company) liability for any results of its activities is limited to the amount of the value of the contribution made to the capital company.

Second: the complexity of registering a company and the cost of registration.

The easiest way is to register as an individual entrepreneur; organizational costs will also be insignificant and practically unnoticeable for your pocket.

For legal entities individuals, the costs of registration will significantly exceed the costs of an individual entrepreneur. This process will also be more time-consuming and painstaking.

Third: the value of the Criminal Code.

In order to register as an individual entrepreneur, it is not necessary to have an authorized capital. This is largely an additional advantage for business and individual entrepreneur status.

For correct design legal persons must pay at least 50% of the total capital. For LLCs and JSCs, the authorized capital must be at least 10,000 rubles, and for PJSCs, 100,000 rubles.

Fourth: accounting, tax accounting and taxation.

For individual entrepreneurs, the requirements for maintaining accounting (financial) records are the simplest and most understandable. To maintain financial statements for legal entities. face, it is almost impossible to do without special knowledge. In this case, the most correct decision is to hire a qualified and competent accountant. However, when applying special tax regimes there is practically no difference.

The requirements for maintaining tax records are the same, but in practice the attitude towards individual entrepreneurs is more lenient.

From all of the above it follows that it is quite difficult to answer the question “Who should I be?” it's practically impossible. It is necessary to conduct a thorough and detailed analysis of your abilities, capabilities and prospects. All the nuances should be taken into account, because the well-being of the company depends on them.

Below is the table “Organizational and legal forms of entrepreneurship”. The first column indicates the form itself, the second - the type, and the third - its main features.

In general, the legal form is a form of owning and running a business. The amount of taxes you pay, the form of its calculation, the number and type of internal documentation and general device companies.

Organizational and legal forms of entrepreneurship. Table

The procedure for registering a business includes the mandatory choice of an organizational and legal form. Of course, you can always change the form. But this takes a lot of effort and time, and therefore the choice must be approached with the utmost seriousness.

Today, the current forms for small businesses are individual entrepreneurs and LLCs. They differ in the complexity of maintaining documentation and some provisions governing their activities.

The simplest form of doing business: individual entrepreneur

IP- Individual entrepreneur. Such a business is always managed by one person, while the rest are on the staff as hired workers. This means that all decisions depend only on the owner. But the responsibility also lies solely with him.

Recently, individual entrepreneurs have been allowed to conduct trading activities without a cash register. And from the documents, an individual entrepreneur can keep one book of income and expenses. If a business is declared bankrupt and the owner has outstanding loans for the development of the company, creditors have the right to compensate the debt with the owner's property. And this is absolutely all you have: an apartment, a car and the rest.

Limited Liability Companies

OOO– Limited Liability Company. A more complex form of doing business. It is created from the contributions of the founders, who are hereinafter referred to as investors. The Company must have a charter approved by the board of directors. The charter stipulates internal rules, as well as the procedure for profit distribution. Typically, profits are distributed according to the size of the investment.

By the way, the contribution can be not only monetary. These can be any assets: premises, equipment, transport and even accounts receivable.

An LLC is required to have an authorized capital, the minimum value of which must be 10,000 rubles. This is a very convenient and practical item. After all, the LLC is liable for accounts payable only with its authorized capital. That is, if it is impossible to pay the full amount of the debt (bankruptcy), the Company pays the creditor its entire authorized capital, and the issue is considered closed.

Joint stock companies

Joint stock companies are an alternative to LLCs, only on a larger scale. There is also a board of directors here, CEO, charter and authorized capital. The main difference between a Joint Stock Company is that its entire value is transferred into shares. Initially, the owners of shares are investors, and the share of shares is equal to the share of the contribution. But over time, securities are resold, distributed by inheritance or in other ways.

Before September 1, 2014, joint stock companies were divided into Closed and Open. Nowadays, Societies are usually divided into Public and Non-Public. The meaning of both remains the same.

Public Joint Stock Companies(PJSC) can distribute their shares everywhere. The owner of securities can sell them to anyone.

Non-public Joint Stock Companies (NPJSC) are much closer to the structure of an LLC, since shares (as a formal confirmation of the contribution) can only be held by an employee of the company. That is, they cannot be sold at auction to a third party; they can only be cancelled, donated or sold to another shareholder.

Farming and cooperative

In the table of organizational and legal forms of entrepreneurship, a farm and a cooperative are indicated separately. And from the point of view of legislation, this is the correct division. But in practice both types are very similar. Moreover, farming can be called one of the forms of cooperatives.

Production cooperative is a union of people to produce a product. Moreover, the founders of the cooperative invest here not only their assets, but also their workforce, i.e. work the same as everyone else. This is typical rural areas and small towns.

Farming. WITH Farming everything is clear from the name. This is an association for working on rural land.

Partnerships: simple, full and trust

A partnership is an association of individuals and legal entities with one goal. Two or more persons can join the Partnership, and this union is valid until all participants leave it.

A simple partnership implies that all its members can continue their activities independently of the others. In a general partnership, on the contrary, all decisions must be made by a public meeting. Responsibility and expenses are regulated by the charter; if there is none, then a uniform law for all comes into force. According to it, partners must bear losses in proportion to the size of their contribution.

A limited partnership is a middle form of partnership that combines the provisions of both described above. Limited partnership(its second name) consists of general partners and limited partners. The former risk all their property and make all decisions, while the latter risk only their contribution, but do not make decisions.