1. Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.

The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants provided for by it is entered into the unified state register of legal entities.

2. In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

3. Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership).

4. Business companies can be created in the organizational and legal form of a joint stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.

Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities (Article 125).

6. State bodies and local government bodies do not have the right to participate on their own behalf in business partnerships and companies.

Institutions may be participants in business companies and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.

The law may prohibit or limit the participation of certain categories of persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.

7. Features of the legal status of credit organizations, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, investment fund management companies, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

Commentary to Art. 66 Civil Code of the Russian Federation

1. As already noted, the Civil Code of the Russian Federation offers an exhaustive list of organizational and legal forms of commercial organizations. At the same time, business companies and partnerships occupy a dominant position among commercial organizations.

Five of the seven types of commercial organizations are business entities and partnerships, including general partnerships, limited partnerships, joint stock companies, limited liability companies, and additional liability companies. Of course, when registering, participants in civil law transactions give priority to limited liability companies and joint stock companies. According to the Federal Tax Service, as of January 1, 2010, 195,892 joint stock companies and 3,242,594 limited and additional liability companies were registered in the Unified State Register of Legal Entities. Compared to data as of January 1, 2008, the number of registered limited and additional liability companies increased by more than 20% (as of January 1, 2008, this number was 2,615,804).

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www.nalog.ru.

The commented article defines the basic provisions on business partnerships and companies. The common features of business partnerships and companies are:

— division of the authorized (share) capital into shares (contributions);

— general signs of the formation of authorized (share) capital;

— business partnerships and societies are commercial organizations;

— the profit received is distributed among the participants of the legal entity;

— participants do not have proprietary rights to the contributions made. These rights are obligatory or, according to some experts, corporate in nature (see commentary to Article 67 of the Civil Code);

— general types of rights and obligations of participants;

— some features of the control order, etc.

The differences in the organizational and legal forms of business partnerships and companies are as follows:

- business companies are associations of capital, and the personal participation of shareholders and other participants in the activities of the company is not required, business partnerships are associations of labor, the personal participation of general partners in the activities of a general partnership and limited partnership is important;

— for business companies, in contrast to partnerships, a requirement is established for the minimum amount of authorized capital;

— participants in partnerships (except for investors) bear subsidiary liability for the obligations of a legal entity, in contrast to business companies, where limited liability is borne only by participants in a company with additional liability;

— the founding document of the partnership is the founding agreement, the company requires a charter, the legal nature of relations in the partnership is contractual in nature, and therefore the number of participants cannot be less than two, a business company can be founded by one person;

— for business partnerships there are more stringent restrictions on the subject composition, etc.

2. Clauses 2 and 3 list exhaustively the types of business companies and partnerships. The Concept for the Development of Civil Legislation of the Russian Federation notes the inappropriateness of preserving additional liability companies in civil legislation (Article 95 of the Civil Code), since their legal status is almost completely determined by the provisions of the legislation on limited liability companies. Imposing additional liability on the participants of such a company for the debts of a legal entity does not require a special organizational and legal form to be enshrined in law, but can be sanctioned at the level of the charter. In addition, it must be taken into account that such an organizational and legal form is practically never created.

3. Paragraph 4 of the commented article establishes restrictions for participants in business partnerships and companies. Thus, only individual entrepreneurs and commercial organizations can act as general partners. Citizens who are not registered as an individual entrepreneur and non-profit organizations can act as investors in limited partnerships and participants in business entities.

State bodies and local governments may act as participants in business entities and investors in limited partnerships only in cases expressly provided for by federal legislation. Thus, by the Decree of the Supreme Arbitration Court of the Russian Federation of October 30, 2009 No. VAS-14202/09 in case No. A10-1907/08, the courts’ conclusion about the illegality of the participation of the municipal committee in its creation and actions to contribute municipal property to the authorized capital was recognized as legitimate, since the economic the company was not created through privatization.

The possibility of participation of state bodies and local governments in business companies and partnerships is discussed, in particular, in Art. 68 of the Federal Law of October 6, 2003 N 131-FZ “On the general principles of the organization of local self-government in the Russian Federation”, according to which representative bodies of municipalities for joint resolution of issues of local importance can make decisions on the establishment of intermunicipal business companies in the form of closed joint-stock companies and limited liability companies. Contribution of state or municipal property, as well as exclusive rights to the authorized capitals of open joint-stock companies can be carried out upon the establishment of open joint-stock companies, in order to pay for additional shares placed when increasing the authorized capital of open joint-stock companies, and is determined by Art. 25 of the Federal Law of December 21, 2001 N 178-FZ “On the privatization of state and municipal property” (hereinafter referred to as the Law on the Privatization of State Property).

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Collection of legislation of the Russian Federation. 2003. N 40. Art. 3822.

Collection of legislation of the Russian Federation. 2002. N 4. Art. 251.

Clause 2 of Art. 17 of the Federal Law of July 27, 2004 N 79-FZ “On the State Civil Service of the Russian Federation” establishes restrictions for civilian government employees. If a civil servant's ownership of income-generating securities, shares (participatory interests in the authorized capitals of organizations) may lead to a conflict of interest, he is obliged to transfer the specified securities, shares (participatory interests in the authorized capitals of organizations) belonging to him to trust management in accordance with civil legislation of the Russian Federation. The procedure for transfer and the specifics of such management are not defined by law.

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Collection of legislation of the Russian Federation. 2004. N 31. Art. 3215.

Particular attention is paid to the participation of institutions in business companies and limited partnerships as investors. As noted in paragraph 5 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19 “On some issues of application of the Federal Law “On Joint Stock Companies”, owner-financed institutions can be founders (participants) of business companies with the permission of the owner, including using for these purposes the income of the institution from its permitted activities (clause 4 of article 66 and clause 2 of article 298 of the Civil Code).

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Bulletin of the Supreme Arbitration Court of the Russian Federation. 2004. N 1.

As for autonomous institutions, they also have the right to contribute funds and other property to the authorized (share) capital of other legal entities or otherwise transfer this property to other legal entities as their founder or participant only with the consent of their founder (clause 6 of Art. 3 of the Law on Autonomous Institutions).

An exception to the general rule on obtaining permission from the owner is provided for by Federal Law No. 217-FZ of August 2, 2009 “On amendments to certain legislative acts of the Russian Federation on the creation of business entities by budget-funded scientific and educational institutions for the purpose of practical application (implementation) of the results of intellectual property activities”, which introduced corresponding amendments to the Federal Law of August 22, 1996 N 125-FZ “On Higher and Postgraduate Professional Education”, Federal Law of August 23, 1996 N 127-FZ “On Science and State Scientific and Technical Policy ", etc. So, for example, higher educational institutions that are budgetary educational institutions are granted the right without the consent of the owner of their property with notification of the federal executive body exercising the functions of developing state policy and legal regulation in the field of scientific and scientific-technical activities , to be founders (including jointly with other persons) of business companies whose activities consist of the practical application (implementation) of the results of intellectual activity (programs for electronic computers, databases, inventions, utility models, industrial designs, selection achievements, integrated topologies microcircuits, production secrets (know-how)), the exclusive rights to which belong to these higher educational institutions. In this case, notification of the creation of a business company must be sent by a higher educational institution that is a budgetary educational institution within seven days from the date of entry into the Unified State Register of Legal Entities of an entry on the state registration of the business company.

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Collection of legislation of the Russian Federation. 2009. N 31. Art. 3923.

Collection of legislation of the Russian Federation. 1996. N 35. Art. 4135.

Right there. Art. 4137.

State and municipal unitary enterprises may act as founders (participants) of joint-stock companies (with the exception of credit institutions, the founders (participants) of which they cannot be) using for these purposes the property belonging to them under the right of economic management or under the right of operational management only with consent of the property owner (Articles 6 and 20 of the Law on Unitary Enterprises).

In accordance with Art. 5 of the Federal Law “On the Privatization of State and Municipal Property,” state and municipal unitary enterprises cannot act as buyers of the property of privatized state and municipal enterprises, including shares of companies created on the basis of such enterprises.

4. Paragraph 6 of the commented article establishes the types of property that can be made as a contribution to the authorized capital.

A contribution to the authorized capital can also be property rights, which, in accordance with Art. 128 of the Civil Code of the Russian Federation are included in the concept of property. In some cases, the circulation of property rights is limited. For example, some types of rights to the results of intellectual activity cannot be a contribution to the authorized capital, despite their connections with the material carrier of the object, for example, the right of succession, the right of access. So, paragraph 6 of Art. 3 of the Federal Law of October 25, 2001 N 137-FZ “On the implementation of the Land Code of the Russian Federation” does not allow the inclusion of the right of permanent (perpetual) use of land plots in the authorized (share) capitals of commercial organizations. In accordance with Art. 5 of the Federal Law of December 4, 2006 N 201-FZ “On the entry into force of the Forest Code of the Russian Federation” a tenant under a lease agreement for a forest fund plot until it is brought into compliance with the Forest Code of the Russian Federation, as well as a tenant under a lease agreement for a forest fund plot or under a forest plot lease agreement, if state cadastral registration of such plots has not been carried out, he has no right to contribute lease rights as a contribution to the authorized capital of business partnerships and companies.

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Collection of legislation of the Russian Federation. 2001. N 44. Art. 4148.

Collection of legislation of the Russian Federation. 2006. N 50. Art. 5279.

5. The monetary valuation of the contribution of a participant in a business company is subject to independent expert assessment in cases provided for by law, in accordance with Federal Law of July 29, 1998 N 135-FZ “On Valuation Activities in the Russian Federation” (hereinafter referred to as the Law on Valuation Activities). Such an assessment is provided for both when creating a business company again, and during reorganization, during privatization.

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Collection of legislation of the Russian Federation. 1998. N 31. Art. 3813.

Carrying out a monetary valuation is provided for, in particular, clause 3 of Art. 34, art. 77 of the Law on Joint Stock Companies, Art. 12 of the Law on Privatization of State Property, paragraph 2 of Art. 15 of the Law on Limited Liability Companies. According to the latter, if the nominal value or increase in the nominal value of the share of a company participant in the authorized capital of the company, paid in non-monetary means, is more than 20 thousand rubles, in order to determine the value of this property, an independent appraiser must be involved, unless otherwise provided by federal law . Article 8 of the Law on Valuation Activities requires the evaluation of objects belonging to the Russian Federation, constituent entities of the Federation or municipalities when making them as a contribution to the authorized capitals or funds of legal entities.

According to paragraph 3 of Art. 34 of the Law on Joint Stock Companies, when paying for shares in non-cash, an independent appraiser must be involved to determine the market value of such property, unless otherwise provided by law. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) cannot be higher than the value of the valuation carried out by an independent appraiser.

At the same time, in paragraph 3 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated May 30, 2005 No. 92 “On consideration by arbitration courts of cases challenging the valuation of property made by an independent appraiser” it is explained that if, in accordance with the law or other regulatory act for the parties to the transaction, a state body, official, or management bodies of a legal entity provides for the mandatory value of the value of the appraisal object indicated by an independent appraiser (including when the law or other regulatory act establishes that the object cannot be assessed lower or higher than the value named in the independent appraiser’s report), then if a transaction is made (an act issued by a state body, a decision made by an official or a management body of a legal entity) at a price that does not correspond to the value given in the report of an independent appraiser, such transaction and the act of the state body must be declared invalid by the court, the decision of the official - illegal , the decision of a body of a legal entity has no legal force. If a law or other regulatory act establishes only the mandatory involvement of an independent appraiser (mandatory assessment of the object by an independent appraiser), the failure to engage an independent appraiser in itself is not a basis for the court to declare a transaction and an act of a state body invalid, or an official’s decision, illegal on the grounds of violation of legal requirements. , decisions of a body of a legal entity - have no legal force.

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Bulletin of the Supreme Arbitration Court of the Russian Federation. 2005. N 7.

When creating a business company by budgetary institutions in accordance with the Federal Law “On Amendments to Certain Legislative Acts of the Russian Federation on the Issues of Creating Business Companies by Budgetary Scientific and Educational Institutions for the Purpose of Practical Application (Introduction) of the Results of Intellectual Activity”, the monetary valuation of the right made as a contribution into the authorized capital of a business company under a license agreement, is approved by a decision of the general meeting of founders (participants) of the business company, adopted unanimously by all founders (participants) of the business company. If the nominal value (increase in the nominal value) of the share or shares of a participant in a business company in the authorized capital of a business company, paid for by such a contribution, is more than 500 thousand rubles, such a contribution must be assessed by an independent appraiser.

Business companies in our country can be created in the form of a joint stock company, a limited and additional liability company. Joint stock companies can be open or closed. They

Plan.
Introduction.
Main part.

I. Basic provisions on business companies.

1. Basic provisions.

2. Rights and obligations of participants in business companies.

II. Types of business entities.

1. Limited liability company.

2. Company with additional liability.

3. Joint stock company.

1. Principles of organization of joint stock companies.

2. Types of joint stock companies.

III. History of the development of business entities in Russia.

1. History of the development of business entities in Russia.

2. Joint-stock companies in Russia in the 19th century.

3. Dynamics of development of joint-stock companies in Russia at the end of the 19th – beginning of the 20th century.

4. The policy of the Soviet government regarding business entities.

IV. Development of economic societies in modern Russia.

1. Stages of privatization in Russia.

2. Characteristics of the privatization process.
Conclusion.
Bibliography.

Introduction.

The topic of my work is business societies in Russia.

In Russia, business societies are recognized as commercial organizations with authorized capital divided into contributions of participants (founders).
Property created from the contributions of the founders, as well as acquired by business companies in the course of its activities, belongs to it by right of ownership.

Business companies in our country can be created in the form of a joint stock company, a limited and additional liability company. Joint stock companies can be open or closed. They are the most common form of business organization in our country.

The purpose of the work is to consider the types of business entities, their history and position in modern conditions. My work consists of four parts. In the first part I defined business entities, in the second I described their types. To write these parts, I used the Civil Code of the Russian Federation and comments to it. In the third part, I described the process of formation of economic societies in pre-revolutionary Russia. At that time, there were enterprises mainly of such forms of ownership as joint stock companies and joint stock companies. Therefore, more attention is paid to joint stock companies. And in the fourth part, he gave a brief description of the privatization process in the Russian Federation, thanks to which state property passed into private hands. In my work I used materials from periodicals.

1. Basic provisions.

According to the Civil Code, in Russia, business societies are commercial organizations with participants’ contributions divided into
(founders) authorized capital. Property created from the contributions of the founders, as well as acquired by business companies in the course of its activities, belongs to it by right of ownership.

Business companies can be created in the form of a joint stock company, a limited and additional liability company.

Participants in business companies can be citizens and legal entities.

State bodies and local government bodies do not have the right to act as participants in business companies, unless otherwise provided by law. Owner-financed institutions may be participants in business entities with the permission of the owner, unless otherwise provided by law. The law may prohibit or limit the participation of certain categories of citizens in business companies, with the exception of JSCs.

Contributions to the property of a business 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 of the company and, in cases provided for by law, is subject to independent expert verification.

Limited or additional liability companies are not entitled to issue shares.

1.2. Rights and obligations of participants in a business company.

Participants of a business company have the right:

Participate in the management of the company’s affairs, except for cases provided for by the law on joint stock companies;

Receive information about the activities of the company and get acquainted with its accounting and other documentation in the manner established by the constituent documents;

Take part in the distribution of profits;

To receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.

Participants in a business company may have other rights provided for by the constituent documents or laws on business companies.

Participants of a business company are obliged to:

Make contributions in the manner, amounts, methods and within the time limits provided for by the constituent documents;

Do not disclose confidential information about the activities of the partnership or company.

Participants in a business company may also bear other responsibilities provided for by its constituent documents.

3. Transformation of business entities.

Business companies can be transformed into companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code of the Russian Federation.

2.1. Limited Liability Company.

A limited liability company (LLC) is a company established by one or more persons, the authorized capital of which is divided into shares of sections determined by the constituent documents; 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 limits of the value of their contributions.

One of the mandatory characteristics of a legal entity is the presence of separate property and independent liability for its obligations with this property. All legal entities are usually divided into those that have ownership rights to separate property and those that have other proprietary rights to the property assigned to them. From the moment of registration, a limited liability company acquires ownership of the property transferred to it by the founders as contributions. The company is liable for its obligations with all its property. In the event of insolvency (bankruptcy) of a limited liability company through the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the specified participants or other persons in the event of insufficiency of the company's property may be assigned subsidiary liability for its obligations.

The company name of the company must contain the name of the company and the words “limited liability”.

The number of LLC participants must not exceed the limit established by the LLC law. Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of this period - to liquidation in court, if the number of its participants does not decrease to the limit established by law.

The constituent documents of an LLC are the constituent agreement signed by its founders; its constituent document is the charter.

The authorized capital of an LLC is made up of the value of the contributions of its participants.
The authorized capital determines the size of the company's property, which guarantees the interests of its creditors. The size of the authorized capital cannot be less than the amount determined by the law on limited liability companies.
It is not permitted to exempt an LLC participant from the obligation to make a contribution to the authorized capital of the company.

The amount of the authorized capital (AC) at the time of registration of the LLC must be paid by its participants by less than half. The remaining part is paid during the first year of the company's activity. Decrease in capital
An LLC is allowed after notice to all of its creditors. The latter have the right in this case to demand early termination or fulfillment of the relevant obligations of the company and compensation for losses. Increase
The management of the company is allowed after all its participants have made contributions in full.

The highest governing body of the LLC is the general meeting of participants. IN
An LLC is created by an executive (collegial and (or) sole), who carries out the current management of its activities and is accountable to the general meeting of participants.

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

1). Changing the charter of the company, changing the size of its authorized capital;

2). Formation of executive bodies of the company and early termination of their powers;

3). Approval of annual reports;

4). Decision on reorganization or liquidation of the company;

5). Election of the audit commission (auditor) of the company.

The procedure for conducting audits of the company's activities is determined by law and the company's charter. The publication of information by the company on the results of its affairs (public reporting) is not required.

A participant in an LLC has the right to sell or otherwise assign his share in the management company or part thereof to one or more participants of this company. Participant
An LLC has the right to leave the company at any time, regardless of the consent of its participants. At the same time, he must be paid the cost of part of the property corresponding to his share in the management company.

2.2. Company with additional liability.

A company with additional liability is a company founded by one or more persons, the capital of which is divided into shares of sizes determined by the founders; The participants of such a company 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, determined by the constituent documents of the company.

The corporate name of a company with additional liability must contain the name of the company and the words “with additional liability”.

In other respects, an additional liability company is similar to an LLC.

2.3. Joint-Stock Company.

Joint stock companies have a number of advantages compared to other forms of ownership. Therefore, I would like to dwell in more detail on the characteristics of JSC.

Advantages:

Firstly, the company has the opportunity to attract funds from shareholders to replenish the authorized capital and expand its activities, and these funds are not subject to return (except for the complete liquidation of the company), since the shares are not redeemed by the company, but only resold to other shareholders.

Secondly, the general management of the company’s activities is separated from specific management, which makes it possible to hire and select the most suitable managers and directors, and forces shareholders to take seriously the selection of management personnel, since each shareholder is responsible for the effective operation of the company with invested funds.

Thirdly, it creates the possibility of actually transforming the entire workforce of the enterprise into owners through the acquisition of shares in the company by each of them.

Fourthly, it is possible to attract your regular counterparties to the shareholders, thereby creating a common interest in the results of the company’s activities. Also, the company itself can purchase securities of other companies, thereby forming entire networks of organizations interested in each other’s work, connected by ownership relations and the right to participate in management.

Thus, a joint stock company, uniting all participants on a single legal basis, provides a unique form of realization of collective property, while creating interest in the final results of the work. The issue and distribution of shares provides a real opportunity to control and manage activities on the part of shareholders.

2.3.1. Principles of organizing a joint stock company.

A joint stock company is one of the organizational and legal forms of enterprises. It is created by centralizing funds
(a combination of capital) of various persons, carried out through the sale of shares for the purpose of carrying out business activities and making a profit.

A joint stock company (hereinafter referred to as the company) in accordance with the Civil Code of the Russian Federation of October 21, 1994. and Federal Law of December 26, 1995
N208-FZ “On Joint-Stock Companies” recognizes a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company’s participants (shareholders) in relation to the company.

Individuals and legal entities can act as participants in the combination of capital by creating a joint-stock company (participants of the company).

At the same time, the participants are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. Participants who have not fully paid for the shares bear joint liability for the obligations of the company to the extent of the unpaid portion of the value of the shares they own.

In the process of creating a company, its founders combine their property under certain conditions recorded in the constituent documents 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 to use natural resources and other property rights, including intellectual property rights.

The value of the property contributed by each founder is determined in monetary form by a joint decision of the company's participants. The combined property, valued in monetary terms, constitutes the authorized capital 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 the monetary expression of 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 equity owners.

A joint stock company is a legal entity. The procedure for its organization is regulated by the legislation of the Russian Federation.

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. Upon registration you will receive
Certificate of registration of a joint stock company, which indicates the date and number of state registration, the name of the company, as well as the name of the registering authority.

The company is a legal entity and owns separate property, which is accounted for on its independent balance sheet; it can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

The company has civil rights and bears the responsibilities necessary to carry out any types of activities not prohibited by law
RF. Companies can engage in types of activities the liver of which is determined by the legislation of the Russian Federation only on the basis of an appropriate permit
(licenses). If the conditions for granting a special permit
(license) to engage in a certain type of activity provides for the requirement to engage in such activity as exclusive, then the company during the period of validity of the special permit (license) has no right to carry out other types of activities, with the exception of the types of activities provided for by the special permit (license) and related ones.

The Company has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and abroad.

The company must have a round seal containing its full corporate name in Russian and an indication of its location. The seal may also indicate the company name of the company in any foreign language or the language of the peoples of the Russian Federation. The Company has the right to have stamps and forms with its name, its own emblem, as well as a trademark registered in the prescribed manner and other means of visual identification.

Society's responsibility.

The company is liable for its obligations with all its property.

The company is not liable for the obligations of its shareholders.

If the insolvency (bankruptcy) of the company is caused by the actions
(inaction) of its shareholders or other persons who have the right to give instructions mandatory for the company or otherwise have the opportunity to determine its actions, then these shareholders or other persons in the event of insufficiency of the company’s property may be assigned subsidiary liability for its obligations.

The functioning of a joint stock company is carried out with mandatory compliance with the conditions of economic activity established by Russian legislation.

As a legal entity, the company is the owner of: property transferred to it by the founders; products produced as a result of economic activities; income received and other property acquired by him in the course of his activities.

The company has complete economic independence in determining the form of management, making business decisions, sales, setting prices, remuneration and distribution of profits.

The life of the company is not limited or is established by its participants.

A joint stock company is created and operates on the basis of a charter - a document that defines the subject and goals of creating the company, its structure, the procedure for managing affairs, the rights and obligations of each co-owner.

When combining their contributions, the participants of the company enter into an agreement on the procedure for maintaining, using and disposing of the combined property, i.e. common property.

The activities of the company are not limited to those established in the charter. Any transaction that does not contradict current legislation is recognized as valid, even if it goes beyond the limits defined by the charter.

All further activities of the joint-stock company are based on the mandatory implementation of the provisions regulated by the charter.

The charter and all changes and additions made to it, with the consent of the shareholders, must be registered with the authorized government bodies.

The insolvency (bankruptcy) of a company is considered to be caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, only if they used the specified right and (or) opportunity for the purpose of commission of an action by the company, knowing that this will result in insolvency
(bankruptcy) of the company.

The state and its bodies are not liable for the obligations of society, just as the society is not liable for the obligations of the state and its bodies.

2.3.2. Types of joint stock companies.

A company can be open or closed, which is reflected in its charter and corporate name.

Shareholders of an open company may alienate their shares without the consent of other shareholders of this company. Such a company has the right to conduct an open subscription for the shares it issues and carry out their free sale in accordance with the legislation of the Russian Federation. An open company has the right to conduct a closed subscription for the shares it issues, except for cases where the possibility of conducting a closed subscription is limited by the charter of the company or the requirements of legal acts of the Russian Federation.

The number of shareholders of an open company is not limited.
The main characteristics of an open society are the scale of the pooled 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) of individuals and legal entities for the purpose of using them to make a profit.

A company whose shares are distributed only among its founders or another predetermined circle of persons is recognized as a closed 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.

The number of shareholders of a closed company should not exceed fifty. If the number of shareholders of a closed company exceeds the limit established by this paragraph, the specified company must be transformed into an open company within one year. If the number of its shareholders does not decrease to the limit established by this paragraph, the company is subject to liquidation through a judicial procedure.

Shareholders of a closed company have a preemptive right to purchase shares sold by other shareholders of this company at the offer price to another person. The company's charter may provide for the company's preemptive right to purchase shares sold by its shareholders, if the shareholders have not exercised their preemptive right to purchase shares.

The procedure and timing for exercising the pre-emptive right to purchase shares sold by shareholders are established by the company's charter. The period for exercising the preemptive right cannot be less than 30 or more than 60 days from the moment the shares are offered for sale.

Companies whose founders are, in cases established by federal laws, the Russian Federation, a constituent entity of the Russian Federation or a municipal entity (with the exception of companies formed in the process of privatization of state and municipal enterprises) can only be open.

3.1. History of the development of business entities in Russia.

In this chapter I will talk about the formation of business societies in Russia, starting from the mid-19th century.

In the 19th century in Russia, business companies were represented by joint-stock companies, share companies, and limited liability companies.

The transfer of Russia to the capitalist path of development was accompanied by the establishment of more and more new structures corresponding to the new type of economic relations. The leading place among them was taken by joint-stock associations, which were associations that bore the names
“company”, “society”, “partnership”.

Limited liability companies are an invention of German lawyers made at the end of the 19th century and caused by the independent requirements of practice, which showed the insufficient elasticity of joint-stock companies, on the one hand, and the limited capabilities of general partnerships, preventing their wide distribution, on the other. In 1892, the Reichstag adopted the Law “On Limited Liability Companies.” Austria also found it possible to borrow this institution, preserving all the essential features of German law.

Somewhat later, societies became widespread in Russia.
It is curious that in the USA, England, Holland, and Belgium there were no limited liability companies. Joint-stock companies had long since taken root there, and the number of them grew. Germany and Russia were exceptions.
Germany and Russia, due to their geographical characteristics, were late in the territorial redistribution of the world. They had practically no colonies that would allow them to accumulate wealth (although Russia, after all, as modern political scientists admit, colonized the territory beyond the Urals). The concentration of capital in these countries was inferior to the concentration of material power in England and similar countries. That is why joint stock companies, capable of using a fairly large mass of capital, were more common.

The joint-stock form of business appears at a stage of economic development when there is a need to concentrate huge capital, directed towards solving global economic problems or developing new sectors of the economy. The most general definition of a joint stock company is that it is an organization created by legal entities or individuals by combining their contributions for the purpose of joint economic activity.

For Russia in the 19th century, the joint stock business was not an imported novelty or the business of exclusively foreign entrepreneurs. The successful activity of “share companies” in Russia has been known since the mid-18th century.
An interesting fact: when in 1767 30 grain merchants organized a joint-stock company and offered Catherine II to head the supervisory board, the Empress willingly agreed to act as director of the joint-stock company, ordering an interest-free loan of 20 thousand rubles. "for assistance."

3.2. Joint stock companies in Russia in the 19th century.

By the beginning of the 19th century, there were 5 joint-stock companies operating in Russia. This is not much compared to developed European countries, but the very fact of the emergence of purely capitalist structures in the conditions of the feudal-serf system indicates the sprouts of a new, more progressive model of economic development ripening in the depths of Russian society.
It should be noted that the Russian government had a very favorable attitude towards entrepreneurial endeavors in setting up a joint-stock business, which was reflected in a number of legislative acts. Thus, by decree of Emperor Alexander I to the Senate (1805) and the manifesto “On granting new benefits to the merchants” (1807), forms of private
– cooperative business associations, the limits of their rights and responsibilities. The laws established 2 types of partnerships (trading houses): general partnership and limited partnership. In addition, the creation of joint stock companies and “partnerships for plots” was allowed.

A general partnership is a form of collective entrepreneurship in which all its members had rights and could conduct business on behalf of their trading house, being responsible for their actions with all their property and capital. As a rule, in Russia, general partnerships were formed on the basis of a family or related clans. If the family capital outside was sufficient to implement the planned projects, capital was attracted from outside, such an association was called a limited partnership. The charter required such partnerships to add “... and Co” in their name immediately after the list of names of the founders. Investors from outside did not have the right to carry out business operations, and their rights in case of failure were limited to the amount of “capital deposited in the company,” as stated by the Decree of Alexander I. This principle of limited liability, proclaimed in Russia at the beginning of the 19th century, became widespread in the West only half a century later.

Thus, the limited partnership became, as it were, a transitional form from a general partnership to a “share partnership,” that is, a joint-stock company itself, participation in which provided for limited liability of the shareholders. The limited degree of risk, the permissibility of the transfer of shares from hand to hand, and their free circulation on the stock exchange attracted wide attention of business people to joint-stock companies, which allowed this form of collective entrepreneurship to turn into a powerful tool for mobilizing capital to solve major economic problems. Unfortunately, the sluggish economic life in Russia under the conditions of a backward economic system left the joint-stock form of entrepreneurship insufficiently in demand.

The first joint-stock companies in Russia appeared in the second half of the 18th century. At the beginning of the 19th century, five joint-stock companies were registered, then several more.
The joint-stock form of entrepreneurship, as an attribute of the market, capitalist model of the economy, with the greatest difficulty paved the way in the wilds of Russian feudalism. One of the most successful attempts at joint-stock entrepreneurship in the pre-reform period should be called the creation in 1827 of the First Fire Insurance Company, which existed until 1917. The Russian southwestern shipping company, whose founders were prominent dignitaries - Prince Gagarin and Count Mordvinov, operated extremely successfully.

The Russian government, with whose permission joint-stock companies could be established, considered this form of entrepreneurship very useful for the state. Therefore, in addition to significant benefits and benefits
(providing an exclusive monopoly for a certain period in a particular area of ​​economic activity, exemption from taxes and fees, issuing interest-free loans and credits), the government of Nicholas I took an unprecedented step in Russian economic history, reducing interest on deposits from January 1, 1830 5 to 4%. It seemed to artificially push Russian capital from a position of passive expectation of an annual five percent gain to search for more profitable outlets for their investment. And this measure had its effect.

Nicholas I was interested in joint-stock foundation. Unlike a trading house, participation in joint-stock companies was universal, and allowed not only merchants, but also burghers and nobles to be involved in their activities. All these measures in Russia in the 30s of the 19th century caused a noticeable revival of joint-stock activity. Thus, only from 1835 to 1838, 45 joint-stock companies were formed. This process received a noticeable acceleration after the adoption of the “Regulations on Companies with Shares” in 1838. And although this law established strict control over the activities of companies, largely limiting the limits of their rights and opportunities (permitting only registered shares and prohibiting bearer shares, allowing transactions only for cash and prohibiting transactions for a term, etc.), it is nevertheless a fact legitimation of the joint-stock business in Russia opened up a broad development prospect for him.

A new wave of joint-stock entrepreneurship followed after the accession of Alexander II (1856).

To speed up the rush of private capital into industrial development, the government of Alexander II in 1857 lowered interest rates on deposits in order to channel money into circulation. This measure brought results higher than expected. This gave impetus to the industrial and commercial movement that began with the end of the Crimean War.

And, if in 1849-1952. Only 3 joint-stock companies were formed, then in 1957 - 14, and in 1858 - 20, by the beginning of the reforms there were 128.

3.3. Dynamics of development of joint stock companies in Russia at the end of the 19th – beginning of the 20th century.

The true dawn of the joint stock business in Russia begins in the era of great reforms.

Already in the first 2 years of the transition of the economy to the capitalist model of development, 357 joint-stock companies were established, of which 73 were banking, 163 were industrial.

The economic crises of the mid-70s and mid-80s somewhat distorted the dynamics of the development of the joint-stock business in Russia, but did not change the growth trend.

The Russian market attracted founders, whose activities were permitted on a competitive basis.

The extraordinary development of joint stock companies in Russia, according to researcher L.E. Shepelev. , was expressed in the following indicators:

1886-1892 – 24 Russian companies and 4 foreign ones were opened;

1893-1901 – 92 domestic and 20 foreign.

The peak of joint stock founding in Russia occurred in the penultimate year of the “golden decade” in Russia’s industrial development - 1899, when 156 Russian and 37 foreign companies were founded.

By the beginning of the 20th century, there were 1,300 joint-stock companies operating in Russia, their share accounted for
2/3 of the volume of all industrial products. According to the pace of industrial development
Russia came in first place in Europe and second in the world (after the USA).

Joint-stock entrepreneurship experienced an even more rapid acceleration at the beginning of the 20th century.

From 1910 to 1913, 774 joint-stock companies arose in Russia. Their total capital amounted to 1114 million rubles. In total, by the beginning of the Second World War there were 2263 of them.

The changes in the economic situation caused by the war could not but affect the nature of the joint-stock foundation. In 1916, a total of 224 companies were created with a fixed capital of 372.7 million rubles. But most of them were unable to raise the necessary capital and get started, as capital markets began to lag behind entrepreneurial activity. There has been a tendency towards strengthening of Gründer sentiments among the founding shareholders.
That is, more and more companies were founded for speculative purposes, counting on luck. Another feature is that during the war years the share of joint-stock companies that arose to organize new enterprises increased.

After the February Revolution of 1917, by the Resolution of the Provisional Government of March 17, 1917, the right to approve the charters of joint-stock companies and share partnerships was granted to the Minister of Trade. All laws restricting the activities of foreign nationals and persons of the Jewish faith were repealed.

It is noteworthy that the March resolutions of the Provisional Government remained in force for some time after the 1917 coup. In the middle
In 1917, the regulations were supplemented. It was allowed to establish companies with workers and employees participating in their capital, profits and management.
The ministry developed plans for the formation of such joint-stock companies, but they were not implemented in practice. During the war years, unsecured issues of paper money led to a fall in the real value of the ruble. Therefore, ownership of public and private shares was preferred over money. Possession of shares provided the opportunity to play on courses. The circle of shareholders has also expanded to include entrepreneurs, officers, and intellectuals.

3.4. The policy of the Soviet government regarding business entities.

By the time the Bolsheviks came to power in Russia, there were about
2850 commercial and industrial joint-stock companies with a nominal capital of 6040 million rubles.

In addition, there were 51 commercial and 10 land joint-stock banks and 58 railway companies. Among entrepreneurs of that time there was an opinion that such a political system was short-lived. But completely different sentiments were generated by the decree of the All-Russian Central Executive Committee, published on December 14, 1917, that banking in Russia was declared a state monopoly, and all joint-stock and other companies were nationalized. Lenin assumed that the nationalization of both industrial and banking capital would help deepen revolutionary changes.

In 1917 - 18 Several decrees were issued banning the activities of joint-stock companies and other companies. The final solution to the issue was the publication of the decree of the Council of People's Commissars of March 4, 1919 “On the liquidation of the obligations of state-owned enterprises.” From March 1, 1919, all enterprises were transferred to state estimated funding.

The liquidation of economic companies in the USSR, in turn, was an integral element of the military-economic policy of the Bolsheviks.

4.1. Stages of privatization in Russia.

As noted, there were no economic societies in Soviet Russia. Since 1987, there has been an increase in entrepreneurial activity in our country again. Privatization, which began since then, has become a kind of antipode to nationalization.

Several periods of the privatization process in Russia can be distinguished.

1st period – 1987-1991 Spontaneous/wild privatization.

1987 - The Law “On State Enterprises” was published, which allowed the election of a director, the responsibility of enterprises to ministries was reduced, enterprises could set their own prices for products.

1988 - the law “on cooperation in the USSR” was published, which led to the growth of cooperative enterprises, at which time personal fortunes began to take shape.

In 1991, the Law “On the privatization of state and municipal enterprises in the RSFSR” was issued.

2nd period – 1992-1994. Mass voucher privatization.

3rd period – 1994-1998. Monetary privatization and post-privatization distribution of property.

4.2. Characteristics of the privatization process.

Privatization in Russia was carried out following the example of Poland - the reformers also decided on a shock therapy program, but they refused to recognize Russian specifics, ignoring the warnings of experienced “Sovietologists”.
It was believed that, as with the introduction of shock therapy in developing countries, it would only take a breath of fresh economic air to turn a dysfunctional economy into a functioning one. It was expected that under a free pricing system, prices would rise, queues would disappear, profits would rise, output would increase, and that new businesses would open and a viable market infrastructure would emerge.

Today, even many of the former optimists have realized why it was absolutely unrealistic to expect a quick market recovery in the post-communist era.
Russia. Due to ideological restrictions and for a number of other reasons, insufficient attention has always been paid to the development of the service sector and retail trade.
Evidence of this is one of the highest among developed countries, the ratio of the number of customers to stores in the former USSR. Therefore, the privatization of shops and restaurants alone, even if carried out quickly and smoothly, would not create a highly competitive climate.

In fact, there were no institutions in Russia capable of replacing Gosplan, Gossnabu and various economic ministries after their liquidation. Not only were the retail and wholesale store chains woefully inadequate, there was a lack of necessary regulations, accounting practices, bankruptcy procedures, and commercial banking rules to guide business decisions. All this, with the abandonment of planning, led to anarchic manifestations in the sphere of trade and industry. Another important condition was also missing - a state apparatus free from corruption and capable of supporting private business.

The enormity of these “voids” even now eludes the attention of most analysts. Business managers suddenly had no guidelines on where to get imported goods and how much to pay for them, what to do with their own products and what to charge for them.
At the same time, government officials, relieved of their previous powers and responsibilities, found themselves unfamiliar with the new functions typically performed in a market economy. The situation was also worsened by the fact that Russia found itself in conditions of hyperinflation (a 26-fold increase in prices in 1992). As salary increases for government officials lagged behind price increases, this led to unprecedented corruption and extortion. And today, in terms of the level of corruption, Russia is among the countries “leading” in this indicator.

Such conditions could not but affect the transformation process and the opportunities for entrepreneurs to create, run and develop their businesses.
Noting the contrast between the success of the transition process in Poland and the failure in
Russia, it can be noted that 76% of Muscovites admitted that they could not work without an “umbrella” or “mafia roof”.

Thus, the market environment that has developed in Russia is a hybrid that would be unlikely to gain traction in the developed world.
It cannot be denied that corruption and crime exist everywhere, but not in such extreme manifestations, and this is a qualitative difference. It would not be an exaggeration to say that the result of the Russian experiment was a monster market, and not the type of market that was hoped for in Russia and that has developed, for example, in Poland.

It appears that despite the potential dangers, some steps can be taken to correct the mistakes of privatization. According to a report prepared by the Privatization Committee of the State Duma, with
From 1992 to 1996, the government received only $20 billion from the sale of almost
70% of state-owned enterprises. The owners should be compensated or given a right of first refusal to make up the difference between the current market value of the business and the amount they actually paid. Particularly noteworthy are enterprises acquired through loans-for-shares auctions, when valuable assets were sold to oligarchs for
1/10 of their cost. In addition, enterprises need to be denationalized in cases where their management is unable to ensure the repayment of debt obligations, including debts on bills, wages and taxes.
Of course, denationalized property must be offered for sale again.

This kind of denationalization followed by new privatization is open to abuse. Efforts to restore trust will be futile if denationalization is seen as an act of revenge by one clan (or group) on another. Moreover, no one should be allowed to distort the bidding process by narrowing the terms in such a way as to give an advantage to one of the bidders. A serious problem is the issue of admission of foreigners. Their participation in the auction would significantly increase winning bids. At the same time, it may cause a negative reaction from those who fear increased foreign influence in Russian industry.
An option is possible in which foreign participants are admitted only as junior partners in the bidding process. This probably won't suit many of them.
(given the position of the non-controlling shareholders), but at least an attempt to attract should be made.

Conclusion.

In our country, business entities are recognized as commercial organizations with authorized capital divided into contributions of participants (founders).

Business companies in Russia are represented by several types: open and closed joint stock companies, limited and additional liability companies.

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares, certifying the obligatory rights of the company's participants (shareholders) in relation to the company.

A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of sections determined by the constituent documents; 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 limits of the value of their contributions.

A company with additional liability is a company established by one or more persons, the capital of which is divided into shares of sizes determined by the founders; The participants of such a company 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.

Joint-stock companies are the most common in our country because they have a number of advantages. They provide a unique form of realization of collective property, uniting all participants on a single legal basis, while creating an interest in the final results of the work. The issue and distribution of shares provides a real opportunity to control and manage activities on the part of shareholders.

The first economic societies appeared in Russia in the 19th century. The purpose of their creation was to concentrate capital for the creation of new sectors of the economy and the dynamic development of existing ones. If in the middle of the 19th century the number of joint-stock companies in our country was measured in dozens, then by the time of the Bolshevik revolution there were about 2,850 commercial and industrial joint-stock companies, 51 commercial and 10 land joint-stock banks. The almost two-century history of the Russian joint stock business was interrupted at a time of great potential, when hundreds of thousands of owners of private capital could contribute in the future to strengthening the economic position of the country.
The changes that followed the overthrow of the autocracy not only did not hinder, but gave a new impetus to the development of economic societies in
Russia. However, the democratic transformations begun by the February revolution were not destined to happen. The Bolshevik government began its activities with the nationalization of industry, so during the existence of the USSR there were no economic societies.

Since 1987, transformations began, culminating in privatization.
State-owned enterprises, through corporatization, became the property of the head of the enterprise and the working team, to whom a 51 percent stake of ordinary shares was transferred free of charge.

The transition from central planning to the market was not easy in any country, but it was especially difficult in the post-Soviet space, where the communist regime existed for many decades and there were very few echoes of the market.

Nevertheless, now there are business societies in Russia and, despite the problems, they function successfully in market conditions.

Bibliography.
1) Andryushenko V.I., Shareholder’s book for reading and decision-making., M. Fin. and statistics, 1994.
2) Baryshnikov M.N. – History of the business world of the Russian Federation, M.: AO

"Aspect Press", 1994
3) Galagin A.A. – Origins of Russian entrepreneurship, M.: Os-89, 1997
4) Civil Code of the Russian Federation. Part one, M.: Profizdat,

1995
5) Law of the Russian Federation of February 8, 1998 No. 14-FZ “On Limited Liability Companies” // Rossiyskaya Gazeta, No. 30 of 02/17/1998
6) Podvinskaya E.S., Zhilyaeva N.I. - All about joint-stock companies, M.: 1993.
7) Slepenkova E.M. – Formation of joint-stock ownership in the modern Russian economy // Bulletin of Moscow State University, series “Economics”, No. 4, 2000
8) Federal Law of December 26, 1995 N208-FZ “On Joint-Stock Companies”
9) Goldman M.A. – Privatization in Russia – is it possible to correct the mistakes made // Problems of theory and practice of management, No. 4, 2000

-----------------------
Civil Code of the Russian Federation, Art. 66
Civil Code of the Russian Federation, Art. 87-94
Civil Code of the Russian Federation, Art. 25.
Andryushenko V.I., Shareholder’s book for reading and decision making., M.
Fin. and statistics, 1994.
Federal Law of December 26, 1995 N208-FZ “On Joint-Stock Companies”
Galagin A.A. – Origins of Russian entrepreneurship, M.: Os-89, 1997
Baryshnikov M.N. – History of the business world of the Russian Federation, M.: AO
"Aspect Press", 1994
Slepenkova E.M. – Formation of joint-stock ownership in the modern Russian economy // Bulletin of Moscow State University, series “Economics”, No. 4, 2000
Goldman M.A. – Privatization in Russia – is it possible to correct the mistakes made // Problems of theory and practice of management, No. 4, 2000

Business partnerships

Business partnerships are commercial organizations with share capital divided into shares. Contributions to the property of a business partnership can be money, securities, other things or property rights or other rights that have a monetary value.

Business partnerships can be created in the form of a general partnership and limited partnerships. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations.

General partnership. It recognizes a partnership, the participants of which (general partners), in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all the property belonging to them. A person can be a member of only one general partnership.

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants (general partners). The constituent agreement must contain the following information: - name of the general partnership;

Its location;

The procedure for managing it;

Conditions on the size and composition of the partnership's share capital;

On the size and procedure for changing the shares of each participant in the share capital;

On the size, composition, timing and procedure for making contributions;

On the liability of participants for violation of obligations to make contributions.

The constituent agreement must provide for: the procedure for joint activities to create a partnership; conditions for the transfer of property to him and participation in his activities; conditions and procedure for distribution of profits and losses between participants, withdrawal of founders (participants) from the partnership.

Control The activities of a general partnership are carried out by the general consent of all participants, but the constituent agreement may provide for cases when the decision is made by a majority vote of the participants.

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

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

A limited partnership is created and operates on the basis of a memorandum of association.

Control The activities of a limited partnership are carried out by general partners, and investors do not have the right to participate in the management and conduct of affairs of the limited partnership, or to challenge the actions of general partners in the management and conduct of property affairs.

An investor in a limited partnership has the right to: receive part of the partnership's profit due to his share in the share capital, in the manner prescribed by the constituent agreement; get acquainted with the annual reports and balance sheet of the partnership; at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the founding agreement.

Business societies

Business companies can be created in the form of a limited liability company, an additional liability company, or a joint stock company.

A limited liability company is a business entity created by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of the company are 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 made by them.

Participants societies can be citizens and legal entities. A company can be founded by one person, who becomes the only participant. The maximum number of company participants should not be more than fifty. If this size limit is exceeded, the company must be transformed into an open joint-stock company or a production cooperative within a year.

Constituent documents of the company are the memorandum of association and the articles of association. If a company is founded by one person, the constituent document is the charter approved by this person.

Authorized capital of the company is made up of the nominal value of the shares of its participants.

Supreme body of the company is the general meeting of the company's participants. A company may, in accordance with civil law, have subsidiaries and dependent companies. Society is recognized subsidiaries, if another business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such a company. The subsidiary is not liable for the debts of the main business company (partnership). The main business company (partnership), which has the right to give mandatory instructions to its subsidiary, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

Dependent A company is recognized if another (predominant, participating) business company has more than 20% of the authorized capital of the first company. A company that has acquired more than 20% of the voting shares of a joint stock company or more than 20% of the authorized capital of another limited liability company is obliged to immediately publish information about this in the press organ in which data on state registration of legal entities is published.

Participants additional liability companies jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions established by the constituent documents of the company.

If one of the company's participants goes bankrupt, his liability for the company's obligations is distributed among the participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the company's constituent documents.

The corporate name of a company with additional liability must contain the name of the company and the words “with additional liability”.

In accordance with the law, a joint-stock company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants (shareholders) in relation to the joint-stock company (hereinafter referred to as the Company). Shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. A joint stock company can be open or closed, which is reflected in its charter and corporate name.

Open joint stock company is a company that has the right to conduct an open subscription for the shares it issues and carry out their free sale, taking into account the requirements of federal legislation. Shareholders of an open company may alienate their shares without the consent of other shareholders of the company. The number of shareholders of an open company is not limited. The minimum amount of the authorized capital of an open company must be equal to no less than a thousand times the minimum wage established by federal law on the date of registration of the company.

Closed joint stock company is a company whose shares are distributed only among the founders or another predetermined circle of persons. A closed 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 shareholders of a closed company should not exceed fifty. If the number of shareholders of a closed company exceeds 50, the specified company must be transformed into an open company within a year. Shareholders of a closed company have a pre-emptive right to purchase shares sold by other shareholders of this company at the offer price of another person. The founders of the joint stock company are citizens and (or) legal entities who made the decision to establish it. The number of founders of an open society is not limited; and the number of founders of a closed company cannot exceed fifty. The agreement on the establishment of a company is not a constituent document. The founders of the company are jointly and severally liable for the obligations associated with its creation and arising before the state registration of the company.

Constituent document of the joint stock company is the charter, the requirements of which are binding on all bodies of the company and its shareholders. The company's charter must contain the following information:

Full and abbreviated company name of the company;

location of the company;

type of society (open or closed);

Number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

rights of shareholders - owners of shares of each category (type);

size of the company's authorized capital;

The structure and competence of management bodies, society and the procedure for their decision-making;

the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously;

information about branches and representative offices of the company.

The company's charter may establish restrictions on the number of shares owned by one shareholder and their total par value, as well as the maximum number of votes granted to one shareholder. The company's charter may determine:

the number and par value of shares that the company has the right to place in addition to the placed shares (authorized shares);

the rights granted by the company's shares of each category (type) that it places;

procedure and conditions for placement of authorized shares by the company.

By governing bodies of a joint stock company are the general meeting of shareholders, the board of directors (supervisory board) of the company and the executive body of the company, which can be the collective executive body of the company (board, directorate) or the sole executive body of the company (director, general director), which manage the current activities of the company.

The supreme governing body of a joint stock company is the general meeting of shareholders. The annual meeting of shareholders is held within the time limits established by the company's charter, but no earlier than 2 months and no later than 6 months after the end of the financial year.

At the annual meeting of shareholders of the company, the issue of electing the board of directors (supervisory board) of the company, the audit commission (auditor), approving the auditor of the company is resolved, the annual report of the company, the balance sheet, and the profit and loss statement of the company presented by the board of directors (supervisory board) are considered and approved , distribution of profits and losses.

Board of Directors (supervisory board) of the company carries out general management of the company's activities, with the exception of resolving issues within the general competence of the general meeting of shareholders. Members of the board of directors (supervisory board) are elected by the general meeting of shareholders for a period of one year, but can be re-elected an unlimited number of times. The chairman of the board of directors (supervisory board) is elected by members of the board of directors (supervisory board) of the company from among them by a majority vote of the total number of members of the board of directors (supervisory board).

Executive body of the joint stock company manages the current activities of the company. It may be a sole executive body (director, general director), or a collegial executive body of the company (board), or both bodies manage the company simultaneously.

Sole executive body of the company(director, general manager) acts without a power of attorney of the company, including representing its interests, making transactions on behalf of the company, the states approve. Issues orders and gives instructions that are binding on all employees of the company.

Audit Commission of the Company elected by the general meeting of shareholders in accordance with the company's charter. It exercises control over the financial and economic activities of the company. An audit (audit) of the financial and economic activities of the company is carried out based on the results of the company’s activities for the year, as well as on the initiative of the audit commission of the company, the decision of the general meeting of shareholders, the board of directors (supervisory board) of the company, or at the request of a shareholder (shareholders) who collectively own at least than 10% of the company's voting shares. Based on the results of the audit of the financial and economic activities of the company, the audit commission draws up an appropriate conclusion.

People's Enterprises

In accordance with the law “On the Peculiarities of the Legal Status of Joint-Stock Companies of Workers (People’s Enterprises),” a people’s enterprise can be created in the manner prescribed by this Federal Law by transforming any commercial organization, with the exception of state and municipal unitary enterprises and open joint-stock companies whose employees own less than 49% of the authorized capital. It is important that the creation of a national enterprise in any other way is not allowed.

The nominal value of one share of a national enterprise is determined by the general meeting of shareholders of the national enterprise, but cannot be more than 20% of the minimum wage. Employees of a national enterprise must own a number of shares of the national enterprise, the nominal value of which must be more than 75% of its authorized capital, the minimum amount of which must be at least 1000 times the minimum wage established by federal law on the date of state registration of the national enterprise.

One shareholder of a people's enterprise, who is its employee, cannot own the number of shares of the people's enterprise whose par value exceeds 5% of the authorized capital of the people's enterprise. If, for some reason, one employee-shareholder has a number of shares in a national enterprise that exceeds the maximum share established by the charter, the national enterprise is obliged to buy back from such employee-shareholder those shares that constitute this excess.

The average number of employees of a national enterprise should not be less than 51 people. If this number decreases, it must increase its number within one year or transform into a commercial organization of a different form.

The governing bodies of a people's enterprise are the general meeting of shareholders, the supervisory board of the people's enterprise and the general director of the people's enterprise.

Name three forms in which business companies can be created. Give three characteristics of one of them.

Read the text and complete tasks 21-24.

Civil Code of the Russian Federation. Extracts

Article 66. Basic provisions on business partnerships and companies

1. Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.

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3. Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership).

4. Business companies can be created in the organizational and legal form of a joint stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.

Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.

6. State bodies and local government bodies do not have the right to participate on their own behalf in business partnerships and companies.

Institutions may be participants in business companies and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.

The law may prohibit or limit the participation of certain categories of persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.

Article 66.1. Contributions to the property of a business partnership or company

1. The contribution of a participant in a business partnership or company to its property may be cash, things, shares (shares) in the authorized (joint) capital of other business partnerships and companies, state and municipal bonds. Such a contribution may also include exclusive and other intellectual rights and rights under license agreements subject to monetary value, unless otherwise provided by law.

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Article 68. Transformation of business partnerships and companies

1. Business partnerships and companies of one type may 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 this Code and the laws on business companies.

Explanation.

The correct answer should name three forms and three characteristics of one of them:

1) joint-stock company (the capital of a joint-stock company is divided into equal shares, represented by securities - shares; exit from a joint-stock company is possible by selling shares; shareholders bear the risk of losses only within the value of the shares they acquired, but no more; shareholders receive dividends on their shares );

2) limited liability company (capital is divided into shares of participants, which can either be the same or vary in size; company participants are not liable for the company’s debts with their property; in case of failure, they risk only the profit and loss of the invested share of capital; personal participation members of the society are not required to participate in the affairs; to leave the society you must obtain the consent of the remaining members);

3) a company with additional liability (a company with additional liability is a company whose authorized capital is divided into shares; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their shares, determined by the charter of the company. In case of bankruptcy one of the participants, his responsibility 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 responsibility is provided for by the constituent documents of the company).

Characteristics may be given in a different wording

Subject area: Law. Organizational and legal forms and legal regime of entrepreneurial activity

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