Business entities include: Economic societies: concept, distinctive features, types
It is precisely such societies that are the most universal, and therefore widespread. Business companies are created by one person (the owner), or several persons at once by separating property for the purpose of conducting their own business activities. They are a type of enterprise.
Russian legislation divides business companies and their types into three categories: with limited liability, with additional liability and joint-stock companies. What unites them is their authorized capital, which is divided into shares. Actually, this is precisely what distinguishes business societies from other commercial organizations. The property fund created by the participants (founders) belongs to all participants by right of ownership and is divided into shares.
Let us consider the types of business entities in more detail.
Limited liability companies are commercial organizations in which the authorized capital is divided into predetermined amounts (shares). They can be established by several persons or by one person. The property of the company is the contributions of its participants (they risk the invested funds). Hence the name.
Among them there must be (with two or more participants) a charter. The highest body is the assembly. Management can be carried out either by one (elected) person or by the board (collegially). The name of the company must contain the phrase “limited liability”.
A distinctive feature is the closer relations of the participants, the more closed nature of membership. The maximum permissible number of participants is 50. Otherwise, the company is subject to either transformation into (or a joint stock company) or liquidation.
Changes in the composition of participants, as well as their property status, are not grounds for liquidation.
This includes commercial organizations where the authorized capital is distributed into shares determined in advance. The founder can be either one person or several; in this case, the responsibility is paid according to the contributions to the authorized capital). The main provisions are reflected in Article 95 of the Civil Code. This society, according to its name, differs from the previous one in the presence of liability of members in proportion to their shares. If one of the participants becomes bankrupt, his share “increases” with those of the other participants.
Joint-stock companies include commercial organizations that have an authorized capital, which is divided among participants in the form of shares. They can be open or closed (Federal Law, Article 7, paragraph 1).
Exit from the company is possible only upon alienation of shares owned by the shareholder or payment of the equivalent in a specified amount. The risk of loss to shareholders is determined by the price of the shares. Participants who have not fully paid for the shares bear the risk (the risk is proportional to the unpaid portion of the shares).
A company can be created on the basis of an already existing legal entity (during reorganization), or it is possible to establish a new one. The relations of the founders are regulated by the constituent agreement.
The constituent document of the organization is the charter approved at the meeting, which sets out the name (short and full), location (address), rights of shareholders, types of shares, their value and quantity, volume of authorized capital, representative offices and branches, etc. Governing bodies - council directors or a meeting of shareholders.
Business companies are legal entities engaged in any business activity that does not contradict the law. They independently maintain operational (accounting) records, determine static information and submit reports to bodies specified by law.
19. Economic companies, their types and features of legal status.
Business societies are enterprises or other business entities created by legal entities or citizens by combining their property and participating in the business activities of the company for the purpose of making a profit.
Business companies can be created in the form of a joint stock company, a limited liability company or with additional liability.
The main types are joint stock companies, both open and closed, limited liability companies and its variety - a company with additional liability.
Economic companies- These are exclusively statutory associations.
They are called capital pools. Participants in an economic organization can have any status: they can be citizens, legal entities (commercial and non-commercial), public legal entities.
A business company can function and be created with only one participant. . Peculiarities:
The main constituent document of business companies is the charter;
Participants in business companies are not required to take part in the entrepreneurial activities of their organizations;
Any business company requires the presence of an internal structure, while for business partnerships this is not necessary;
The authorized capital of a business company is the main guarantee of the rights of its creditors, which means that if a business entity is unable to meet its obligations (insolvency), its participants do not bear subsidiary liability, with the exception of additional liability companies (ALS); therefore, in this case they are liquidated on the grounds of bankruptcy.
Limited Liability Company- is a company established by one or several persons, the constituent capital of which is divided into shares of sizes determined by the constituent documents.
The rights and obligations of participants in a limited liability company are determined in the constituent agreement and charter
Additional liability company - recognized by the society, the participants cat. jointly and severally bear responsibility for its obligations with their property in the same multiple of the value of their contributions.
Such liability arises only in a subsidiary manner. Otherwise, the status of this business company is similar to the status of a limited liability company ( clause 3 art. 95 GK).
Consequently, this organizational and legal form differs from the design of a limited liability company only in the presence of additional liability of company participants for its debts with their personal property. However, such liability does not apply to the entire property of the participants, but only to a predetermined part of it, specified in the constituent documents of the company (for example, three or five times the value of the contribution to the authorized capital). In the event of bankruptcy of one of the participants, its additional liability is distributed among the remaining participants. The total amount of additional guarantees to the company's creditors remains unchanged. Thus, a company with additional liability occupies an intermediate position between partnerships (with unlimited liability of their participants) and companies (excluding the liability of participants).
Joint Stock such economic activity is recognized society, whose authorized capital is divided into a certain number of equal shares, expressed in securities - shares, and its participants are not liable for the company’s debts and bear only the risk of losses within the value of the shares they own.
The main features of a joint-stock company, just like in an LLC, are the division of the authorized capital into shares and the absence of liability of participants for the debts of the company. Differences from LLC: the authorized capital of a JSC is formalized in shares. Only joint stock companies are allowed to issue shares. A shareholder's participation in the company is formalized only in shares. This makes participation in society anonymous. The JSC is guaranteed against a decrease in its property due to the withdrawal of participants from it, because withdrawal of a participant from the community m.b. carried out only by alienating shares to another person and he cannot demand from the company any payments due to his share. Open joint stock companies have the right to sell their shares not only among a predetermined circle of people, but also through the free sale of shares to everyone. Shareholders of open companies have the right to freely alienate their shares to both other shareholders and third parties.
CJSCs can distribute their shares only among the founders or other predetermined circle of persons. Consequently, the number of participants in such societies is initially limited (no more than 50). In addition, shareholders of a closed company have the right of pre-emption to purchase shares sold by other shareholders of this company. For closed joint stock companies there is no obligation to conduct public affairs (except for cases of public sale of bonds).
Business societies can be created in the following forms.
1. Limited liability company (LLC). A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the contributions they made. The number of participants in an LLC should not exceed the limit established by Federal Law of December 8, 1998 No. 14-FZ “On Limited Liability Companies.” Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of the total period - liquidation in court, if the number of its participants does not decrease to the limit established by law.
2. Additional liability company (ALS). An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents.
Participants in an ALC jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the constituent documents of the company. The corporate name of an ALC must contain the name of the company and the words “with additional liability.”
3. Joint stock company (JSC). A joint stock company is a company whose authorized capital is divided into a certain number of shares. The participants of the joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the JSC to the extent of the unpaid portion of the value of the shares they own. The corporate name of a JSC must contain its name and an indication that the company is a joint-stock company.
A joint stock company can be created in the form of an open joint-stock company (OJSC) or a closed joint-stock company (CJSC). A joint stock company, the participants of which can alienate the shares they own without the consent of other shareholders, is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.
A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of participants in a CJSC should not exceed the number established by Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies”, otherwise it is subject to transformation into an open joint-stock company within a year, and after this period - liquidation in court order, unless their number decreases to the limit established by law.
Contributions to the property of a business partnership or company can be money, securities, other things or property rights or other rights that have a monetary value. The monetary valuation of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to independent expert verification. Business partnerships, as well as limited and additional liability companies, do not have the right to issue shares. Business partnerships and companies of one type can be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code.
3. Production cooperative (artel). This is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property shares. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by Federal Law No. 41-FZ of May 8, 1996 “On Production Cooperatives” and the charter of the cooperative.
4. State and municipal unitary enterprises. In the modern domestic economy, state and municipal commercial organizations are created in the form of a unitary enterprise. In accordance with paragraph 1 of Art. 113 of the Civil Code, a unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
Only state and municipal enterprises can be created in the form of unitary enterprises. The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management. The corporate name of a unitary enterprise must contain an indication of the owner of its property. A unitary enterprise is liable for its obligations with all its property. It is not liable for the obligations of the owner of its property.
A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local government body. The size of the authorized capital of an enterprise based on the right of economic management cannot be less than the amount determined by Federal Law of November 14, 1992 No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter referred to as the Law on State and Municipal Unitary Enterprises) . If at the end of the financial year the value of the net assets of an enterprise based on the right of economic management turns out to be less than the size of the authorized capital, the body authorized to create such enterprises is obliged to reduce the authorized capital in the prescribed manner.
If the value of net assets becomes less than the amount determined by law, the enterprise may be liquidated by court decision.
In cases and in the manner prescribed by law, a unitary enterprise with the right of operational management (state-owned enterprise) can be created on the basis of state or municipal property.
The corporate name of a unitary enterprise based on the right of operational management must contain an indication that such an enterprise is state-owned. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient. A state-owned enterprise may be reorganized or liquidated in accordance with the Law on State and Municipal Unitary Enterprises.
Thus, the civil legislation of the Russian Federation has given various types of domestic business activities a legal form. This means that the state protects the equality of participants in business activities, the inviolability of property, freedom of contract, and civil rights. At the same time, domestic civil legislation is structured in accordance with the norms of international law. All this contributes to the development of civilized forms of entrepreneurship in Russia
The activities of business companies (LLC, ADO, OJSC, CJSC), except for the Civil Code, are regulated by a special law “On Business Companies”.
A business company is a commercial organization established by two or more persons with a charter fund divided into shares (shares) of the founders (participants).
Economical society:
owns separate property created through the contributions of the founders (participants), as well as produced and acquired by the business company in the course of its activities;
bears independent responsibility for its obligations, can, on its own behalf, acquire and exercise property and personal non-property rights, perform duties, and be a plaintiff and defendant in court. A business company must have an independent balance sheet;
may have civil rights corresponding to the objectives of its activities provided for in its constituent documents. A business company can engage in certain types of activities, the list of which is determined by legislative acts, only on the basis of a special permit (license);
acquires civil rights and assumes civil responsibilities through its bodies acting in accordance with the law and constituent documents;
in accordance with the law, can create legal entities, as well as be part of legal entities;
in accordance with legislative acts, may participate in the creation of financial, industrial and other economic groups in the manner and under the conditions determined by the legislation on such groups, as well as be part of them.
The economic company has a name in Belarusian and Russian languages, containing an indication of its organizational and legal form.
A business company is liable for its obligations with all its property.
The founders (participants) of a business company are not liable for the obligations of the business company, and the business company is not liable for the obligations of the founders (participants).
A business company is recognized as dependent if another business company has a share in the authorized capital (shares) of this company in an amount corresponding to 20% (or more) of the votes of the total number of votes that it can use at the general meeting of participants of such a company.
The merger of business companies, business societies and legal entities of other organizational and legal forms is recognized as the creation of a new business company or legal entity of a different organizational and legal form by transferring to the new legal entity created as a result of the merger all the rights and obligations of the business companies, business companies and legal entities participating in the merger persons of other organizational and legal forms with the termination of their activities in the manner prescribed by law.
Business companies and legal entities of other organizational and legal forms participating in the merger enter into a merger agreement, which determines the procedure and conditions for the merger.
Affiliates of a business company are recognized as individuals and legal entities capable of directly and (or) indirectly (through other individuals and (or) legal entities) determining decisions or influencing their adoption by the business company, as well as legal entities whose decisions the business company has such influence on influence.
Affiliated persons of the business company are:
members of the collegial management bodies of a business company, an individual or legal entity exercising the powers of the sole executive body of this company;
a legal entity that is a member of an economic group that includes this company;
a legal entity that has the right to dispose of a share in the authorized capital (shares) of a business company and (or) another legal entity that is an affiliate of this company in the amount of 20% or more;
an individual who has the right, alone or jointly with one or more of his affiliates (spouse, parents, children, adoptive parents, adopted children, grandparents, grandchildren, siblings and parents of the spouse) to dispose of a share in the authorized capital (shares) of a business company and (or) another legal entity that is an affiliate of this company in the amount of twenty percent or more;
a legal entity in relation to which the business company is a subsidiary or is recognized as dependent;
a legal entity that is a subsidiary or is recognized as dependent in relation to a business company;
a legal entity in the authorized capital of which this company has the right to dispose of shares (shares) in the amount of twenty percent or more;
unitary enterprises created by a business company;
spouse, parents, children, adoptive parents, adopted children, grandfather, grandmother, grandchildren, siblings and parents of the spouse of an individual who is an affiliate of a business company, with the exception of an individual who is a member of a collegial body management or exercising the powers of the sole executive body of the legal entity specified in paragraph three of this part;
members of the collegial management bodies of a legal entity that is an affiliate of a business company, an individual or legal entity exercising the powers of the sole executive body of this legal entity.
The business company determines the circle of its affiliated persons and, in the manner established by it, notifies about this in writing and keeps records of such persons.
Additional and limited liability companies
A limited liability company is a business company with a number of participants of no more than fifty, the authorized capital of which is divided into shares of sizes determined by the constituent documents. A limited liability company cannot have one participant.
The authorized capital of a limited liability company is made up of the value of the contributions of its participants.
A limited liability company does not have the right to issue shares.
The name of a limited liability company must contain the words “limited liability company.” The abbreviated name of a limited liability company must contain the abbreviation “LLC”.
The constituent documents of an LLC are the memorandum of association and the articles of association.
Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made to the authorized capital of this company.
Part of the profit of a limited liability company remaining at its disposal after paying taxes and other obligatory payments, covering losses of current periods resulting from the fault of the company itself, and contributions to the funds of this company, can be distributed among its participants in proportion to the size of their shares in the authorized capital of the company, unless otherwise established by its constituent documents.
A participant in a company has the right to sell or otherwise alienate his share to one or more participants of this company or to the company itself (i.e., all of these persons have a pre-emptive right to purchase the alienated share).
The norms of legislation regulating the activities of LLCs apply to an ALC (limited liability company).
The main difference is the allocation of responsibilities of the participants.
The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the constituent documents of the company, but not less than the amount established by legislative acts, in proportion to the contributions of these participants in the authorized capital of the company with additional liability.
The constituent documents of a company with additional liability may provide for a different procedure for distributing additional liability among its participants.
In case of economic insolvency (bankruptcy) of one of the participants of a company with additional liability or insufficiency of the property of one or several participants of the company to ensure the share of additional liability due to them, his (their) liability for the obligations of this company is distributed among the remaining participants in proportion to their contributions, if the constituent documents do not a different procedure for distributing responsibility is provided.
The organizational forms of LLC and ODO are most common in the business environment.
These forms already sufficiently ensure the safe conduct of business if it is carried out with the participation of the capital of several persons.
In an LLC, participants risk only their contribution, while in an ALC, the minimum amount of subsidiary liability is relatively small (50 basic units).
The number of participants (from 2 to 50) can be determined depending on the amount of capital required to organize a business.
Corporation (joint stock company): types, characteristics, advantages and disadvantages.
A joint stock company is a business company whose authorized capital is divided into a certain number of shares.
The authorized capital of a joint-stock company is made up of the nominal value of shares.
A joint stock company can be open or closed.
A joint stock company, the participant of which can alienate shares belonging to him without the consent of other shareholders to an unlimited number of persons, is recognized as an open joint stock company. Such a joint stock company has the right to carry out an open subscription for the shares it issues and freely sell them under the conditions established by the legislation on securities.
The number of shareholders of an open joint stock company is not limited.
A joint stock company, the participant of which can alienate shares belonging to him only with the consent of other shareholders and (or) to a limited circle of persons, is recognized as a closed joint stock company. Such a joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.
The number of participants in a closed joint stock company should not exceed fifty. Otherwise, it is subject to reorganization within one year, and upon expiration of this period - to liquidation in court, if the number of participants does not decrease to the specified limit.
The name of the joint stock company must contain the words “open joint stock company” or “closed joint stock company”. The abbreviated name of the joint stock company must contain the abbreviation “OJSC” or “ZAO”.
A share is a perpetual issue-grade security, indicating a contribution to the authorized capital of a joint-stock company and certifying the rights of its owner to participate in the management of this company, to receive part of its profit in the form of dividends and part of the property remaining after settlement with creditors, or its value in the event of liquidation joint stock company.
The par value of all shares issued by a joint stock company must be the same.
The issuance of shares as warrant securities or bearer securities is not permitted.
A joint stock company has the right to issue shares of two categories: ordinary (ordinary) and preferred.
The charter of a joint stock company may provide for the issue of preferred shares of one or more types.
Types of preferred shares differ in the volume of rights they certify, including the fixed amount of the dividend, and (or) the order of its payment, and (or) the fixed value of the property to be transferred in the event of liquidation of the joint-stock company, and (or) the order of its distribution.
With the transfer of a share, all rights certified by it are transferred in aggregate.
The share of preferred shares of all types in the total volume of the authorized capital of the joint-stock company should not exceed 25%.
Shareholders - owners of common (ordinary) shares have the right to:
receiving part of the profit of the joint-stock company in the form of dividends;
receiving, in the event of liquidation of a joint stock company, part of the property remaining after settlements with creditors, or its value;
participation in the general meeting of shareholders with the right to vote on issues within the competence of the general meeting of shareholders.
Shareholders - owners of preferred shares have the right to:
receiving part of the profit of the joint-stock company in the form of fixed dividends;
receipt in the event of liquidation of a joint stock company of a fixed value of property or part of the property remaining after settlements with creditors.
Shareholders who own preferred shares have the right to participate in the general meeting of shareholders with the right to vote when making decisions on the reorganization and liquidation of the joint-stock company, on introducing amendments and (or) additions to the charter of the joint-stock company that limit their rights.
When establishing a joint stock company, all its shares must be distributed among the founders.
The placement of additionally issued shares by a joint stock company can be open or closed.
During an open placement by a joint stock company of additionally issued shares, they are placed among an unlimited circle of persons, and during a closed placement - among a limited circle of persons.
An open joint-stock company has the right to conduct an open placement of additionally issued shares, and in the case of placement of such shares at the expense of the company’s own funds and (or) its shareholders, as well as in other cases provided for by legislative acts, also a closed placement of additionally issued shares.
A closed joint stock company has the right to conduct only private placement of additionally issued shares.
Until the state registration of shares in the manner established by securities legislation, the joint-stock company does not have the right to dispose of funds or alienate other property received in payment for the placed shares, and the owner of the shares does not have the right to alienate the acquired shares.
An open joint-stock company is obliged to annually publish for public information an annual report to the extent determined by law.
A closed joint stock company may, and in cases established by law, is obliged to publish for public information an annual report to the extent determined by law.
A joint stock company is the most complex business structure that represents the corporate community. The issue of securities makes it possible to attract investment and organize large-scale production. But at the same time, registering a JSC is more complicated; before issuing shares, it is necessary to form a constituent fund, and only after that can an open subscription for shares be carried out in the JSC. Registering securities also requires additional money and time. In addition, the JSC is obliged to enter into an agreement for depository services with the depository, which creates and maintains a register of shareholders.
In the Republic of Belarus, at present, OJSCs are mainly organizations created on the basis of state property in the process of privatization and denationalization. Therefore, there are a number of restrictions associated with the alienation by shareholders of their shares. The stock market for securities is currently functioning ineffectively. All this hinders the development of joint stock companies.
CJSC as a form of joint stock company is present only in the legislation of the countries of the former USSR. The relationships of the participants in this form of JSC are similar to those of an LLC (ALC), but the difference is that the authorized capital is divided not into shares, but into shares.
- Joint Stock society
- Society With
- Society With
- Complete society
- Limited society
- Cooperative How business entity
- company
- Farm farming
Joint Stock society
The concept of a joint stock company.
Joint stock company is a business company that has an authorized capital divided into a certain number of shares of the same par value, and is liable for obligations only with the property of the company, and shareholders bear the risk of losses associated with the activities of the company, within the value of the shares they own.
Characteristics of a joint stock company.
- A joint stock company is a type of business company. This means that it is subject to the general provisions on business companies
taking into account the specifics of this type of legal entity. - A joint stock company is a company that has an authorized capital divided into a certain number of shares of the same par value. In fact, this means that the authorized capital of a joint-stock company is divided into parts, the ownership of which is confirmed by shares.
- A joint stock company is liable for obligations only with the property of the company. In turn, shareholders bear the risk of losses associated with the activities
companies, within the value of their shares.
(Part 2 of Article 152) and the Law “On Business Companies” (Part 3 of Article 24) provide for the possibility of enshrining in the charter of joint-stock companies a provision according to which shareholders who have not fully paid for the shares are liable for the obligations of the company also in within the unpaid amount. In addition, according to Part 3 of Art. 153 persons who create a joint stock company bear joint liability for obligations that arose before the state registration of the company. A joint stock company is liable for the obligations of its participants associated with its creation only if their actions are subsequently approved by the general meeting of shareholders.
4.In accordance with Art. 154 the constituent document of a joint stock company is the charter.
Taking into account the permission contained in Art. Art. 114, 153 regarding the creation of a joint-stock company by one or several individuals and legal entities, the legislation provides for the need to conclude between the founders, if there are several of them, an agreement that determines the procedure for their joint activities to create a joint-stock company, responsibility to persons who have signed up for shares, and third parties. This agreement is not a constituent document of the company and, accordingly, has no legal significance.
In accordance with Part 4 of Art. 153, a joint stock company can be created by one person or can consist of one person in the event that one shareholder acquires all the shares of the company. It cannot have as its only participant another business entity whose participant is one person. Accordingly, if the founder of a joint-stock company is one person, the only document on the basis of which the relationship between him and the joint-stock company created by him is determined is the charter.
- Russian legislation divides shareholders into founders and participants. Founders are considered to be persons who perform actions related to the establishment of a joint stock company. They enter into an agreement among themselves, which determines the procedure for their joint activities to create a joint-stock company, make messages about their intention to create a joint-stock company, subscribe for shares, conduct a constituent meeting and state registration of a joint-stock company. In addition, the legislation imposes an obligation on the founders to be holders of shares worth at least 25% of the authorized capital for a period of at least 2 years.
Unlike the founders, participants in a joint stock company agree to make a contribution to the authorized capital of the company that is being created, but do not assume any responsibilities for its creation. According to Art. 28 of the Law “On Business Companies”, participants buy shares when creating a joint-stock company on the basis of an agreement with its founders, and when additional shares are issued in connection with an increase in the authorized capital - with the company or other owner.
Classification of joint stock companies. In accordance with Art. 81 HC joint stock companies can be:
- open;
- closed.
Shares of an open joint stock company can be distributed through open subscription and purchase and sale on stock exchanges. Shareholders of an open company may alienate their shares without the consent of other shareholders and the company.
Shares of a closed joint stock company are distributed among the founders or among a pre-limited circle of persons and cannot be distributed by subscription, bought or sold on the stock exchange. Shareholders of a closed company have a predominant right to purchase shares that are sold by other shareholders of the company.
- Stages of creating a joint stock company
The Law “On Business Companies” provides for 4 stages that the founders must go through to create a joint-stock company:
- make a notice of intention to create a joint stock company;
- subscribe for shares (in case of creating an open joint-stock company);
- hold a constituent meeting;
- carry out state registration of a joint stock company.
Notice of intention to create a joint stock company done in the media; however, the list of such media is not defined by law. The message shall indicate: the name of the joint stock company; the purpose of its creation and activities; size of the authorized capital; the number, par value and types of shares that are issued; composition of founders and other information
The essence subscriptions to shares consists of the deposit by persons who wish to become shareholders into the account of the founders of at least 10% of the value of the shares for which they subscribed, after which the founders issue to them a written undertaking to sell the corresponding number of shares.
The founders publish in the media in accordance with the requirements of the current legislation information about the issue of shares, the content and registration procedure of which is established by the State Commission for Securities and the Stock Market. The period of open subscription for shares cannot exceed 6 months.
After the end of the period specified in the message, the subscription is terminated. If by that time it has not been possible to cover 60% of the shares by subscription, the joint stock company is considered not to have been established. Persons who subscribed to the shares are returned the amounts they contributed or other property no later than 30 days later.
By the day of convening the constituent meeting, persons who subscribed to the shares must contribute, taking into account the previous contribution, at least 30% of the nominal value of the shares. The founders issue temporary certificates to confirm the contribution.
Unlike an open joint-stock company, the founders of a closed joint-stock company must contribute at least 50% of the nominal value of the shares on the day of convening the constituent meeting.
If the results of the subscription indicate the possibility of creating a joint stock company, in accordance with Art. 35 of the Law “On Business Companies” the founders convene constituent Assembly. It is collected within the period specified in the message, but no later than 2 months from the date of completion of the subscription to the shares.
The founding meeting of a joint stock company is recognized as valid if it is attended by persons who have subscribed for more than 60% of the shares for which the subscription has been carried out. If, due to the lack of a quorum, the constituent meeting did not take place, a repeat constituent meeting is convened within 2 weeks. If a quorum is not ensured when the constituent meeting is reconvened, the joint-stock company is considered invalid
Decisions on the creation of a joint-stock company, its subsidiaries, branches and representative offices, on the election of the board of the joint-stock company (supervisory board), executive and supervisory bodies of the joint-stock company and on the provision of benefits to the founders at the expense of the joint-stock company must be adopted by a majority of 3/4 of the votes present at the meeting. the constituent meeting of persons who subscribed to the shares, and other issues - by a simple majority of votes. Voting at the constituent meeting is carried out according to the principle: one share - one vote.
At the founding meeting of a joint stock company the following issues are resolved:
- a decision is made to create a joint stock company and its charter is approved;
- a proposal to subscribe for shares that exceeds the number of shares for which the subscription was announced is accepted or rejected (if a decision is made to subscribe for shares that exceed the amount for which the subscription was announced, the prescribed authorized capital is increased accordingly);
- the size of the authorized capital is reduced in cases where not the entire required amount specified in the message is covered within the period established by the subscription for shares; the council of the joint-stock company (supervisory board), the executive and supervisory body of the joint-stock company is elected;
- the issue of approving agreements concluded by the founders before the creation of the joint stock company is resolved;
- the benefits that are provided to founders are determined;
- the assessment of contributions made in kind is approved;
- other issues are resolved in accordance with the constituent documents.
After the constituent meeting makes a decision to create a joint-stock company, it is carried out state registration in the manner prescribed by the Law “On State Registration of Legal Entities and Individual Entrepreneurs”.
Society With limited liability
The concept of a limited liability company.
Limited Liability Company is a business company that has a charter fund, divided into shares, the size of which is determined in the constituent documents, and is liable for its obligations only with its property. Participants of the company who have fully made their contributions bear the risk of losses associated with the activities of the company within the limits of their contributions.
Characteristics of a limited liability company.
- A limited liability company has an authorized capital divided into shares. These shares reflect the contributions made by participants when creating a limited liability company. In accordance with the authorized capital, the minimum amount of the company's property is calculated, which guarantees the interests of its creditors. According to Part 2 of Art. 144, it is not permitted to release a participant in a limited liability company from the obligation to make a contribution to the authorized capital of the company, including by crediting claims to the company.
The size of the company's authorized capital must be an amount not less than the equivalent of 100 minimum wages, based on the minimum wage rate in force at the time of creation of the limited liability company (Article 52 of the Law “On Business Companies”).
By the time of state registration of a limited liability company, its participants must pay at least 50% of the amount of their contributions. The contribution of money to the authorized fund is confirmed by documents issued by the banking institution. The procedure for assessing other contributions (in the form of property, property rights, etc.) is determined in the constituent documents of the company.
The part of the authorized capital that remains unpaid is subject to payment during the first year of the company’s activity. If the participants have not paid the full amount of their contributions during the first year of the company’s activities, the company must announce a reduction in its authorized capital and register the corresponding changes in the charter in the prescribed manner or make a decision to liquidate the company. If, after the end of the second or each subsequent financial year, the value of the net assets of a limited liability company is less than the authorized capital, the company is obliged to announce a decrease in its authorized capital and, in the prescribed manner, register the corresponding changes in the charter, unless the participants have decided to make additional contributions. If the value of the company's net assets becomes less than the minimum size of the authorized capital determined by law, the company is subject to liquidation.
2. A limited liability company is liable for its obligations only with its property. In accordance with this provision, its participants are not liable for the obligations of the company and bear the risk of losses associated with the activities of the company, within the limits of their contributions. This reveals a characteristic feature of the “limited liability” of the company and its participants, which consists precisely in limiting the liability of the company’s participants to the amount of contributions they made.
According to Part 2 of Art. 140 members of the company who have not made full contributions bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of any of the participants.
3.Participants in a limited liability company can be legal entities and individuals. At the same time, Part 2 of Art. 114 provides for the possibility of creating a limited liability company by one person. But a limited liability company cannot have as one participant another business company, of which one person is also a participant (Part 2 of Article 141), i.e. a person can be a participant in only one limited liability company, which
has one participant.
If a limited liability company is established by several persons, these persons, if it is necessary to determine the relationship between themselves regarding the creation of the company, enter into a written agreement. It determines the procedure for establishing a company, the conditions for carrying out joint activities to create a company, the size of the authorized capital, the share in the authorized capital of each of the participants, the terms and procedure for making contributions and other conditions. This agreement is not a constituent document and its presentation during state registration of the company is not mandatory (Article 142).
- The constituent document of a limited liability company is the charter.
Society With additional responsibility
The concept of a company with additional liability.
Company with additional liability
is a business company, the authorized capital of which is divided into shares in the amounts provided for by the constituent documents, and which is liable for its obligations with its own property, and in case of its insufficiency, the participants of this company bear additional joint and several liability in the same multiple amount as determined by the constituent documents in relation to the contribution each of the participants. According to Art. 1 of the Decree of the Cabinet of Ministers of Russia dated March 17, 1993 No. 2393 “On Trust Companies”, such companies can be created and operate exclusively in the form of a company with additional liability.
Taking into account the provisions of Part 4 of Art. 151 that the provisions of the legislation on a limited liability company apply to a company with additional liability, unless otherwise established by the charter of the company and the law, in the characteristics of this type of company the main attention is paid to its specifics in comparison with other types of companies.
Characteristics of a company with additional liability.
- The authorized capital of a company with additional liability is divided into shares in the amounts determined by the constituent documents. Its minimum amount, as in a limited liability company, is 100 minimum wages.
Certain specifics are provided for by legislation regarding companies with additional liability in the form of trust companies. Thus, the authorized capital of a trust company must be formed exclusively at the expense of the funds and securities of the participants, in contrast to the authorized capital of a limited liability company, which can be formed using both cash and property and property rights.
- A company with additional liability is liable for its obligations with its own property. However, this feature is relevant only if the society has property; in the event of its absence, the consequences provided for by feature 3 occur, which, in fact, is assumed by the content of the very name of this company and the difference in the legal status of limited and additional liability companies.
- In case of insufficiency of property, the participants of the company with additional liability bear additional joint and several liability in the amount determined by the constituent documents in the same multiple amount in relation to the contribution of each of the participants.
That is, unlike a limited liability company, the liability of participants in a company with additional liability is not limited only to the amount of contributions to the authorized fund. Additional (subsidiary) liability in the form of recovery of property belonging to the participants occurs in an amount that is a multiple of the contribution of each participant.
The solidarity of liability of company participants with additional liability means that, in accordance with the requirements of Art. 543 the creditor has the right to demand fulfillment of the obligation partially or in full both from all participants together and from any of them separately. A participant who has fulfilled a joint and several debt has the right to a return claim (recourse) to each of the remaining participants in equal part, unless otherwise provided by the agreement or law, minus the part that falls on him.
The maximum amount of liability of participants (multiplicity factor) is provided for in the constituent documents. As for trust companies, Art. 2 of the Decree of the Cabinet of Ministers “On Trust Companies” provides for additional liability of company participants in the amount of 5 times the contribution of each participant.
A specific feature of a company with additional liability - a trust company - is the mandatory personal participation of its participants in the conduct of the company's affairs. In accordance with Art. 3 of the Decree of the Cabinet of Ministers “On Trust Companies”, trust operations on behalf of the trust company are carried out by its participants - trustees. In a limited liability company, participants may not take part in the operational activities of the company at all (except for resolving issues that fall within the exclusive competence of the meeting of participants), authorizing the executive body to carry out appropriate actions.
Other characteristics of an additional liability company coincide with the characteristics of a limited liability company.
Complete society
The concept of a complete society.
Full society is a business company, all participants of which, in accordance with the agreement concluded between them, carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for the obligations of the company with all their property.
Characteristics of a complete society.
- A full company is a business entity that is created and operates on the basis of a constituent agreement, which is signed by all its participants (Article 120). Due to the legal nature of this type of company, it does not have a charter.
- Participants in a general partnership carry out entrepreneurial activities on behalf of the company. Taking this into account, Part 7 of Art. 80 of the Civil Code provides that only persons (both legal entities and individuals) registered as business entities can be participants in a general partnership.
The legislation provides for certain restrictions in relation to persons who are participants in a general partnership. Thus, a person can be a member of only one full society (Part 2 of Article 119); A participant in a general partnership does not have the right, without the consent of other participants, to enter into agreements on his own behalf and in his own interests or in the interests of third parties that are similar to those that constitute the subject of the company’s activities (Part 3, Article 119; Article 70 of the Law “On economic societies").
In accordance with Art. 122 each participant in a general partnership has the right to act on behalf of the company, unless the constituent agreement stipulates that all participants conduct business jointly or that the conduct of business is entrusted to individual participants.
In the case of common management of the affairs of the company by the participants, the consent of all participants of the company is required for the conclusion of each agreement. If the conduct of affairs is entrusted to individual participants of a general partnership, other participants may enter into agreements on behalf of the company if they have a power of attorney issued by the participants entrusted with the conduct of the affairs of the company. A member of a general society who acted in the general interests, but did not have the authority to do so, has the right, if his actions were not approved by other participants, to demand compensation from the company for the expenses incurred by him if he proves that thanks to his actions the company saved or acquired property whose value exceeds these costs.
- Participants in a general partnership bear additional joint and several liability for the obligations of the company with all their property. Thus, the liability of participants for the debts of the company with all their property is one of the exceptions to the general rule about the independent liability of a legal entity for its obligations (Article 96).
In accordance with Art. 124 in the event that a general partnership does not have enough property to satisfy the claims of creditors in full, the participants of the general partnership are jointly and severally (see Art. 543) liable for the obligations of the company with all their property, which can be foreclosed on. In this case, a participant in a general partnership is liable for the company’s debts, regardless of whether these debts arose before or after his entry into the company.
A participant in a general partnership who has paid off the debts of the company in full has the right to make a recourse claim in the relevant part to other participants who are liable to him in proportion to their shares in the authorized capital of the company.
4. Management of the activities of a general society is carried out by common consent of all participants. The constituent agreement of the company may provide for cases when decisions are made by a majority vote of the participants.
Each member of a general partnership has one vote, unless the constituent agreement provides for a different procedure for counting the number of votes. Also, a member of a general partnership, regardless of whether he is authorized to conduct the affairs of the company, has the right to familiarize himself with all documentation regarding the conduct of the affairs of the company.
5. The legislation does not provide for the minimum size of the authorized capital that must be created in a general partnership. However, the general requirements of Art. 13 of the Law “On Business Companies” regarding the mandatory presence of an authorized capital for a business company also applies to a full society and therefore the authorized capital must be created in the amount specified in the constituent documents.
Limited society
The concept of a limited partnership.
Limited company is a business company in which one or more participants carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for its obligations with all their property, which, according to the law, can be recovered (full participants), and other participants are present in the activities of the company only with their own deposits (depositors).
Characteristics of a limited partnership.
1. In a limited partnership there are full participants and investors.
A limited company combines the characteristics of a full company and a limited liability company. Actually, part 3 of Art. 133 provides for the application of the corresponding norms on a general partnership in relation to a limited company. The similarity with a full society is indicated, in particular, by the presence of participants who carry out entrepreneurial activities on behalf of the company and are liable for its obligations with all their property (full participants), and with a limited liability company - the presence of persons (investors) bear liability for the debts of the limited partnership only to the extent of their contributions. At the same time, according to Part 7 of Art. 80 of the Civil Code, only persons registered as business entities can be full participants in a limited partnership.
2.In accordance with Art. 135 the legal status of full participants in a limited partnership and their liability for the obligations of the company are established by the provisions
mi legislation on participants of a general society. Full participants, in particular, manage the activities of a limited partnership. In this case, a person can be a full participant in only one limited partnership. A full participant in a limited partnership cannot be a participant in the general partnership, as well as an investor in the same company.
Regarding depositors Art. 136 provides for a ban on participation in managing the activities of a limited partnership and does not allow objections on their part regarding the actions of full participants in managing the activities of the company. Investors of a limited partnership can act on behalf of the company only by proxy.
In accordance with Art. 137, the investor of a limited partnership is obliged to make a contribution to the authorized fund. In this case, the total amount of deposits of investors should not exceed 50% of the authorized capital of the limited company.
3. A limited company is created and operates on the basis of a constituent agreement, which is signed by all full participants (Article 134). The founding agreement of a limited partnership may contain the obligations of the participants to create the company, the procedure for their joint activities regarding its creation, the conditions for transferring the property of the participants to the company, as well as information about the size and composition of the authorized capital of the company, the size and procedure for changing the shares of any of the full participants in the authorized capital, the total the amount of deposits of investors. If, as a result of withdrawal, expulsion or retirement, there is only one full participant left in a limited partnership, the constituent agreement is reissued into a sole statement signed by the full participant. If a limited partnership is created by one full participant, then the constituent document is a sole application (memorandum), which contains all the information provided for in Art. 134 regarding the memorandum of association of a limited company.
Cooperative How business entity
Concept and classification of cooperatives.
Cooperative- is a legal entity formed by individuals and/or legal entities who have voluntarily united on the basis of membership to conduct common economic and other activities in order to satisfy their economic, social and other needs on the basis of self-government.
The main types of cooperatives are presented in the Law “On Cooperation”. According to Art. 6 of this Law, in accordance with the tasks and nature of their activities, cooperatives are divided into: production, service and consumer.
Production cooperative- a cooperative, which is created by uniting individuals for common production or other economic activities on the basis of their compulsory labor participation with the aim of making a profit. Production cooperatives can carry out production, processing, procurement and sales, supply, service and any other business activity not prohibited by law (Part 2 of Article 95 of the Criminal Code).
Service cooperative- a cooperative that is created by uniting individuals and/or legal entities to provide services primarily to members of the cooperative, as well as to other persons for the purpose of conducting their business activities. Service cooperatives provide services to other persons in volumes that do not exceed 20% of the total turnover of the cooperative.
Consumer cooperative (consumer society)- a cooperative that is created by uniting individuals and/or legal entities to organize trade services, procurement of agricultural products, raw materials, production and provision of other services in order to meet the needs of its members.
Characteristics of cooperatives.
- The cooperative is a legal entity. Article 6 of the Law “On Cooperation” emphasizes that the cooperative has an independent balance sheet, current and other accounts in banking institutions, a seal with its name - attributes inherent in any legal entity.
- A cooperative is created by individuals and/or legal entities. As follows from the above definitions of types of cooperatives, participation of individuals is possible in each of them. As for legal entities, the possibility of their participation in cooperatives is limited. Thus, they do not have the right to be members of a production cooperative, taking into account the mandatory labor participation of members provided for by the Law “On Cooperation”
production cooperative in its activities (which is inherent, naturally, only to individuals). However, associated members have the right to participate in production and other types of cooperatives - individuals or legal entities who recognize the charter of the cooperative, have made a share contribution and enjoy the right of an advisory vote in the cooperative (Article 14 of the Law “On Cooperation”). This does not contradict the provisions of Art. 163,
which provides for the possibility of participation “in the activities of a production cooperative on the basis of membership also of other persons.” - The founders of the cooperative, in order to create it, voluntarily unite on the basis of membership. In accordance with Art. 10 of the Law “On Cooperation”, members of a cooperative can be individuals who have reached the age of 16 and have expressed a desire to take part in its activities; legal entities of Russia and foreign countries, which act through their representatives, have made an entrance fee and a share in the amounts provided for by the charter of the cooperative, comply with the requirements of the charter and enjoy the right to the main vote. The number of members of a cooperative cannot be less than 3 persons (Part 5 of Article 7 of the Law).
4. A cooperative is created to conduct joint economic and other activities in order to meet the economic, social and other needs of its members.
The purpose of creation - satisfying the interests of members of cooperatives - is the main feature that distinguishes cooperatives from other organizational and legal forms of legal entities. By creating a production cooperative, citizens realize their right to work and to carry out entrepreneurial activities, the results of which are making a profit; serving - satisfy their needs for services of a certain type; consumer - provide themselves with goods, results of work performed, services provided. The cooperative does not have the goal of saturating the market with goods, works, and services (although this is not excluded). It is created and operates for its members.
- The cooperative operates on the basis of self-government. The term “self-government” in relation to a cooperative means the right and real ability of its members to independently resolve issues of the cooperative’s activities, without going beyond the limits of Russian legislation and the cooperative’s charter.
- The cooperative operates on the basis of the charter, which is the main legal document regulating its activities. Despite the fact that the cooperative is being created
several members, the need to sign a constituent agreement between them is not established by law.
Collective agricultural company
The concept of a collective agricultural enterprise.
Collective agricultural enterprise(KSP) is a voluntary association of citizens into an independent enterprise for the joint production of agricultural products and goods, which operates on the basis of entrepreneurship and self-government.
Characteristics of the PCB.
- KSP is a voluntary association of citizens. In other words, members of the PSC can only be individuals and cannot be legal entities.
- Citizens - members of the PCB unite “into an independent enterprise.” KSP is a legal entity, has current and deposit accounts in bank
institutions and a seal with its name - an independent full-fledged business entity on the market. - KSP is created for the joint production of agricultural products and goods. The joint work of its members is materialized in the form of a joint venture. Moreover, this
The provision indirectly indicates the mandatory labor participation of members of the PSC in its activities.
The provision according to which the KSP carries out “joint production of agricultural products and goods” does not mean limiting its activities to production only. The PSC independently determines the directions of agricultural production, its structure and volume; independently manages the products produced and income; carries out any activity that does not contradict the legislation of Russia. KSP has the right to cooperate with industrial enterprises and institutions in processing agricultural products, manufacturing industrial and other goods, expanding the scope of socio-cultural, public services for the rural population, training and retraining of personnel; takes part in the privatization of processing, agroservice and other state-owned enterprises; exercises other powers granted to him by law.
4.KSP operates on the principles of entrepreneurship and self-government. This means that the PSC is a subject of entrepreneurial activity, is subject to state registration, and is subject to all other provisions of the legislation regarding entrepreneurial activity, “fundamentals” (principles - see Article 44 of the Criminal Code), etc.
Self-government in the PSC is ensured by exercising the right of the members of the enterprise to take part in resolving all issues of its activities, the election and accountability of executive bodies, and the binding nature of decisions made by the majority for all members of the enterprise.
The highest self-government body in the PSC is the general meeting of its members or the meeting of authorized representatives. During the period between meetings, the affairs of the enterprise are managed by the board. The powers of the general meeting (meeting of authorized representatives) and the board are determined by the charter of the enterprise.
5.KSP operates on the basis of the charter.
Farm farming
Farming concept.
Farming is a form of entrepreneurial activity of citizens with the creation of a legal entity who have expressed a desire to produce commercial agricultural products, engage in their processing and sale in order to make a profit on land plots provided to them according to the law for farming.
Characteristics of the farm.
- Farming is a form of entrepreneurial activity of citizens. This means that only individuals can be founders of a farm, as well as its members.
Unlike the legislation that regulates the activities of collective agricultural enterprises (CAE), the Law “On Farming” clearly distinguishes between the founders and members of the enterprise. So, according to the content of Art. 5 of the Law, the founder of a farm can be any capable citizen of Russia who has reached the age of 18, has expressed a desire and passed a professional selection for the right to create a farm. Members of the farm can be spouses, their parents, children who have reached the age of 14, other family members, relatives who have united for the common management of the farm, recognize and comply with the provisions of the charter of the farm (Article 3 of the Law).
The latter significantly distinguishes farming from a similar legal structure of the cooperative enterprise. A farm can be created only by relatives or family members (Part 2 of Article 1 of the Law), while a private enterprise can be created by any individuals, regardless of whether they have blood (kinship) relationships.
- A farm is a legal entity with its inherent characteristics - the presence of property, independence of activity, accounting and reporting, the presence of a seal with its name and address, the need to open current and deposit accounts in banks
institutions, the right to manage their own funds, etc. - A farm is created by citizens who have expressed a desire to produce marketable agricultural products, engage in their processing and sale. Unlike the CSP, the legislation that regulates the activities of farmers does not contain traditional provisions regarding their right to carry out “any activity not prohibited by law.” All provisions of the Law “On Farming”
aimed at highlighting his specialization - work in the field of agriculture. - The goal of a farm is to make a profit, which emphasizes the entrepreneurial nature of its activities.
- To carry out economic activities, citizens who are founders of a farm are provided with land plots. Only after receiving a state act on the ownership of a land plot or concluding a lease agreement for a land plot and its state registration, the founders of a farm can submit documents for state registration (Article 8 of the Law)
- In accordance with Art. 1 of the Law “On Farming”, such a farm operates on the basis of a charter.
