The choice of organizational and legal form. Choice of organizational and legal form of entrepreneurial activity

Purpose of the conversation on organizational and legal forms: show the main criteria choice and entrepreneurial risks and opportunities associated with the choice of one or another organizational and legal form.

a) The need to choose a legal form arises whenever:

creation of a new enterprise;

transforming an existing one. The choice of organizational legal form is also a long-term solution. Changing the form, as a rule, is associated with serious organizational costs (re-registration costs), material and financial losses, loss of suppliers and customers. The reasons for changing the organizational and legal form in the current market system are:

changing legislation;

change in the size and volume of production of the firm.

There are the following legislative restrictions in choosing the organizational and legal form of entrepreneurial activity:

minimum / maximum size capital, the number of founders and participants;

restrictions on the choice of organizational and legal forms for certain types of activities (in the financial sector, banks, insurance companies can only be organized in the form of a joint-stock company);

the nature of the goals (cooperatives; there are activities that can only be carried out within the framework of non-profit or state enterprises).

b ) Economic criteria for choosing the organizational and legal form of entrepreneurial activity:

When choosing a legal form, an entrepreneur has to make a choice:

between individual entrepreneurship and entrepreneurship within the organization;

between the status of a legal entity and an individual.

This choice predetermines:

guarantees of rights and obligations (transaction cost risk);

management costs and management errors of the firm (who represents the firm outside of it, who represents the current problems of the firm, who are long-term; how easy is access to management, who bears the risk for wrong decisions, what are the opportunities for using formalized business procedures.);

the nature of responsibility (sharing in profits and losses, the presence of implicit costs);

liquidity invested investments (risks and losses of invested investments);

financial sources (availability of financial sources, informal capital market);

flexibility and duration of the firm's life cycle (various goals of the firm; short project;

joint financing - consortium; company with a long life cycle);

business confidentiality (risks associated with the loss of trade secrets and costs associated with the need to submit reports on the activities of the company).

In Russia, mandatory registration of both individuals and legal entities is associated with the existence of a large number of informal and underground businesses: a) "underground production" - guerrilla business - business that does not meet the standards, avoids paying taxes, piracy of the brand; b) street entrepreneurship, one-time profitable transactions of an intermediary nature; c) services on demand (tutoring, black brokers.); d) contractual business (sale of cosmetic products,agent sky activity,broker sky activity).

Commercial organizations cannot be created in any other organizational and legal forms, except for those mentioned (clause 2, article 50 of the Civil Code). Thus, the legislator deliberately limited the list of permanent, professional participants in the turnover. The status of a commercial organization enables a very wide participation in civil circulation (in particular, on the basis of general, and not special, legal capacity, which is granted to all such organizations, with the exception of unitary enterprises), but it also entails the presentation of increased requirements for the activities of the relevant legal entity(for example, from the point of view of the conditions of property liability).

Criteria for choosing the legal form:

initial capital;

business management;

partnership opportunities (exit of partners from business, exclusion of partners, entry of new partners);

property issues;

profit distribution;

attraction of financial resources;

accounting and taxation;

a responsibility;

registration.

The chosen organizational and legal form is not once and for all established.

We will analyze the criteria based on the choice of legal form between JSC, LLC and IP(special attention should be paid to economic partnerships - see below). the federal law dated December 3, 2011 No. 380-FZ "On economic partnerships").

Initial capital

A legal entity must have an authorized capital at the time of creation; such requirements are not imposed on an individual entrepreneur.

Article 26 of the Federal Law "On JSC" establishes that the minimum authorized capital for a JSC must be:

JSC - at least 1000 minimum wages established by federal law on the date of registration of the company;

CJSC - at least 100 minimum wages established by federal law as of the date state registration society.

The minimum authorized capital for an LLC is 10,000 rubles (Article 14 of the Federal Law "On LLC"). Thus, if you are the only member of the Company and your authorized capital is minimal, your creditors will receive no more than 10,000 rubles from you.

Business management

Another factor that must be taken into account when choosing the organizational and legal form is the procedure for making decisions on key issues that are within the competence of the highest governing bodies:

in JSCs, the powers of the shareholders' meeting are strictly regulated by law (which excludes the possibility of regulating the decision-making procedure by the enterprise itself; for example, Article 49 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies");

in an LLC has the right in the charter to expand the list of issues related to the competence of the general meeting, as well as to regulate the number of votes required to make a particular decision.

A number of key issues in an open joint stock company can be decided by the board of directors, that is, in fact, management can be external in relation to an enterprise in the form of an open joint stock company.

Capabilities

partnerships

The LLC form is preferable for situations where partners make different contributions to the company, but it is necessary to ensure that they have the same rights. In the case when the relationship becomes public and new participants who do not have special merits to the company are not supposed to be equalized in rights with others (old ones), the JSC form seems to be optimal.

Questions

property

Issues of ownership are also closely related to issues of protection against hostile takeovers. From the point of view of protecting the company, it is necessary to evaluate how the confidentiality of information about the participants of the company is ensured in one form or another, control by the owner over certain categories of transactions, what opportunities exist to limit the turnover of shares and to block the actions of an unfriendly participant.

JSCs have a simpler procedure for transferring (selling) a part of the company (it is not difficult to transfer shares to another person, while in the case of an LLC, it is necessary to change the constituent documents), however, this factor can also play a negative role in case of an undesirable takeover.

LLC is a much stronger structure, since the transfer, sale of a part of the company is impossible without the consent of all the founders.

Accounting and taxation

There are some differences in the order of payment of insurance premiums. So individual entrepreneur pays insurance premiums for pension insurance in a fixed amount, which changes annually and depends on the year of birth of the entrepreneur, and also has the opportunity not to register as an insurer in the social insurance fund. However, if an individual entrepreneur hires workers, all employees are subject to compulsory insurance in the social insurance fund.

A legal entity pays insurance premiums for pension insurance for its employees, depending on wages, and is also obliged to insure all its employees in the social insurance fund.

Registration

The procedure for registering as an individual entrepreneur and registering the creation of legal entities also differs.

Registering as an individual entrepreneur is much easier and cheaper than creating a legal entity.

Registering an LLC is easier and faster than a JSC.

When registering an individual as an individual entrepreneur, it is necessary to pay a state fee in the amount of 800 rubles, for registering a legal entity, the state fee is 4,000 rubles (Article 333.33 of the Tax Code of the Russian Federation).

At the same time, the packages of documents provided for registering an individual entrepreneur and for registering a legal entity with the tax authorities differ significantly.

In addition, a legal entity must have a round seal (containing its full company name) in Russian and an indication of its location. While an individual entrepreneur is not required to have a seal (has the right to it).

Raising funds

If it is necessary to obtain a loan from a bank, the attitude towards a company in the form of an OJSC is more favorable. Perhaps this happened historically, because the form of OJSC was considered more “solid” for a long time. However, when registering an LLC, there is no need to issue shares (issuing shares is a complicated procedure).

A responsibility

Individual entrepreneurs and legal entities, as subjects of entrepreneurial activity, have the main difference in the degree of responsibility.

An individual entrepreneur is liable with all his property.

Members of a legal entity are liable within the limits of their contribution to the authorized capital.

And participants in an economic partnership are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of their contributions.

"On business partnerships"

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

In order to understand all the issues and not make a mistake in the choice, it is better to seek the advice of specialists. The law firm "Azbuka Prava" will advise you and help you with the preparation of documents for company registration.

Each option has its own advantages and disadvantages. Which? Here it is necessary to understand everything in order.

Individual Entrepreneur (IP)

Surely you have heard the abbreviation "IP" more than once in the news or one of your friends used it in a conversation. What is hidden behind such a concept as "IP"? This remains to be seen.
On the this moment, An individual entrepreneur (IP) is a physical. a person registered in accordance with legislative norms and carrying out commercial activities without forming a legal entity.
IP, as an organizational and legal form of doing business, is the simplest, not requiring a lot of time and effort during its formation and registration. When creating an IP, you need:

the passport,
copy of the passport,
statement.

This form does not require the creation of a charter and constituent documents that describe in detail the activities of the company.
It is also necessary to take into account that the fee for state registration of an individual entrepreneur is minimal and amounts to 800 rubles.

Another aspect when choosing an individual entrepreneurship can be a special tax regime. Since January 1, 2013, IP has the opportunity to conduct business under the patent taxation system. The meaning of the patent is to simplify taxation. Buying a patent, an entrepreneur a certain period exempt from personal income tax, VAT, property tax of individuals. There are a number of requirements for obtaining a patent. Today it is:

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

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

Recently, another significant plus has appeared for individual entrepreneurs. We are talking about tax holidays, which mean exemption from paying taxes in the state budget in order to refinance the profits received for development own business. Right to tax holidays can be used by businessmen who have chosen IP as a form of doing their own business.

However, the IP form has a number of disadvantages. First of all, it is the full property responsibility of the entrepreneur for his obligations. Simply put, in case of non-fulfillment of obligations by the individual entrepreneur, the entrepreneur will need to answer in full for liabilities with personal property directly in his possession. As an exception, in this case, only the most necessary property acts: an apartment (if this is the only housing for the owner), household items and household items, etc.
Another drawback is that the entrepreneur does not have the right to additionally attract partners to the IP without changing the status. If partners appear in the business, there is an urgent need to register a legal entity with several founders.
In today's economic environment, as "IP" entrepreneurs most often register a small business.

A limited liability company (LLC) is a business company founded by one or more people, the authorized capital of which is divided into shares, shares, etc. The participants in the organization are both the owners of these shares and the founders of the company. In this case, the founders bear the risks and are fully responsible for possible financial losses that may arise in the course of conducting financial and economic activity only in the amount of their shares in the authorized capital.
talking plain language If the company does not live up to its expectations and, as a result, the company goes out of business, then only the property of the organization will be recovered, but in no case on the own property of its founders.

Such a distinction between the obligations of the owners of the company is relevant for both LLC and joint-stock companies.

However, one should take into account the fact that in this case there is an important exception. If it is proved that the company was forced to declare itself bankrupt through the fault of its owner or owners, then in this case, if there is a shortage of legal property. persons, recovery is also applied to the personal property of the owners.

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

In addition, the company needs a charter that contains defining information about the organization.
Speaking about the authorized capital of the company, it is important to note the fact that its size for an LLC must be at least 10 thousand rubles. at the time of registration of a limited liability company, the UK must be paid at least half. The balance must be repaid by the founders of the firm during the first year of the firm's operation.

Joint-stock company

Joint-stock company this is an organization formed by persons who have combined their property in the Criminal Code, divided by the number of shares that are secured by securities, i.e., this is some kind of activity aimed at making a profit, in which the Criminal Code is divided into a certain number valuable papers(e.g. stocks, bonds).

Until recently, joint-stock companies were divided into closed and open (CJSC, OJSC). To date legislatures RF amended the federal legislation. As a result, instead of closed and open joint-stock companies, public and non-public companies were formed.

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

Shares of this type of joint-stock company are distributed only among its owners or a previously formed circle of persons. Securities may not be placed by a simple placement of shares on stock exchanges or otherwise offered to the public. JSC can include no more than 50 shareholders. If this limit is exceeded, the JSC must go through the procedure of transformation into a PJSC (Public JSC).
By by and large The difference between LLC and JSC is almost imperceptible.

In both cases, the founders, as business owners, need to conclude an agreement prescribing the procedure and rules that are fully capable of regulating their joint functioning of the company, the size of the UK, the categories of shares they issue, the procedure for issuing and selling them, etc.
The next particularly important and necessary document of the company, as with an LLC, is its charter.
The starting size of the UK for JSC, as well as for LLC, is set at 10,000 rubles. hallmark is that the Criminal Code of a joint-stock company consists of shares. Often the shares are uncertificated, and all the necessary information about their owners is stored in in electronic format in the register of shareholders.

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

Due to a number of similarities between LLC and JSC, it is becoming increasingly difficult to choose a specific organizational and legal form of the company. In this regard, many do not immediately pay attention to the difference between these forms in the form of a split of shares (cash and equity). In addition, there is an opinion that an organization registered as a joint-stock company (former CJSC) is more profitable and competitive than in the form of an LLC. However, in reality this is not entirely true. At the moment, a fairly large number of large firms, increasingly, prefer to retain LLCs. In addition, lawyers involved in the registration of firms are increasingly advising clients to opt for an LLC.
This is due to a number of reasons. The procedure for registering an LLC is simpler and faster. Sale of the company is impossible without the consent of absolutely all its participants. In other words, an LLC is a stronger structure than a joint-stock company.

Public Joint Stock Company (PJSC, formerly OJSC)

Public JSC (PJSC, formerly JSC). Public share company PAO(formerly Open Joint Stock Company - OJSC) is one of the forms of a joint stock company. The main difference between PJSC and JSC, participants in a public joint stock company have the right to freely dispose of their shares. To do this, they do not need to obtain approval from other shareholders. PJSC issues bearer shares, i.e., any person can purchase them.
Another advantageous difference between a Public JSC and a Non-Public JSC is the number of shareholders. In PJSC it is unlimited, there are no problems with buying and selling shares.

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

A similar organizational and legal form is also characteristic of the highest degree profitable for large public companies. Firms of this kind, as is customary, are quite capable of attracting external investment in their business project or entering common stock exchanges (within and outside the country).

Which type to choose?

In this case, the first thing to pay careful attention to is the level of accountability for performance.
It must be remembered that an individual entrepreneur (individual entrepreneur) is liable for his obligations with absolutely all property owned by him, with the exception of property that is protected from coverage from the legislative side.

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

Second: the complexity of registering a company and the amount of registration costs.

The easiest way is to register as an individual entrepreneur, organizational costs will also be subtle and practically invisible to your pocket.

For legal persons, the costs of registration will significantly exceed the costs of IP. This process will also be more time consuming and painstaking.
Third: the value of the UK.

In order to register as an individual entrepreneur, the presence of authorized capital is not necessary. This is to a greater extent an additional advantage for the business and the status of the individual entrepreneur.

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

Fourth: accounting, tax accounting and taxation.

For individual entrepreneurs, the requirements for maintaining accounting (financial) records are the most simple and understandable. For reference financial statements at legal faces, it is almost impossible to do without special knowledge. In this case, the most right decision is the recruitment of a qualified and competent accountant. However, when special taxation regimes are applied, there is practically no difference.

Maintenance requirements tax accounting are the same, but in practice the attitude towards individual entrepreneurs is softer.

From all of the above, it follows that it is rather difficult to answer the question "Who to be?" it's practically impossible. It is necessary to conduct a thorough and detailed analysis of your abilities, opportunities and prospects. It is necessary to take into account all the nuances, because the well-being of the company depends on them.

The created enterprise will be involved in the provision of personal services, in particular photo services, which does not require licensing. This enterprise will be production look entrepreneurship, and will be a commercial small business organization.

Small business (small business) is recognized as an activity carried out by certain subjects of a market economy that have signs established by law that constitute the essence of this concept. As world and domestic practice shows, the main criterion on the basis of which enterprises (organizations) of various organizational and legal forms are classified as small businesses is the average number of employees employed at the enterprise during the reporting period. In a number scientific works small business is understood as an activity carried out by a relatively small group of persons, or an enterprise managed by one owner.

Along with the average number of employees, the criteria for classifying small businesses are the volume of turnover (profit, income), the amount of assets, the size of the authorized capital, etc. In accordance with the Federal Law "On state support small business in the Russian Federation” dated June 14, 1993. 88-43, small business entities are commercial organizations in the authorized capital of which the share of participation of the Russian Federation, subjects of the Russian Federation, public and religious organizations does not exceed 25%, the share owned by one or more legal entities that are not small business entities does not exceed 25 % and in which the average number for the reporting period does not exceed the following limit levels:

· in industry, construction, transport - 100 people;
· in agriculture and scientific and technical sphere - 60 people;
· in wholesale trade- 50 people;
in retail and consumer services population - 30 people;
· in other branches - 50 people.

Because the organization being created will provide personal services to the population and the projected number of staff is about 5 units, then we can safely classify our organization, taking into account all of the above, to small business.

An enterprise is not just an economic entity, it is also a legal entity. According to the GCRF, legal entity recognized as an organization that owns, manages or operational management separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court (Chapter 4, § 1, Article 48, clause 1).

Depending on the purpose of the activity, any legal entity belongs to one of two categories - commercial organization and non-commercial. According to ch. 4 article 50, paragraph 1 of the Civil Code of the Russian Federation, legal entities can be organizations that pursue the extraction as the main goal of their activities (commercial) or do not have profit making as such a goal and do not distribute the profits received among the participants (non-profit organizations). Since the organization being created pursues the goal of making a profit by satisfying the everyday needs of the population, then this organization is commercial Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" (as of December 1, 2008). - Novosibirsk: Sib. univ. publishing house, 2008. - 32 p.

The choice of legal form primarily depends on the type of activity and, accordingly, on the size of the enterprise (small, medium, large), it is also necessary to take into account the structure and size of the authorized capital of the enterprise.

The organizational and legal forms of entrepreneurial activity are established by the Civil Code of the Russian Federation, and the mechanism for the creation and functioning of some of them is established by federal laws. Organizational and legal forms include the following types commercial organizations: business partnerships and companies, production cooperatives, state and municipal unitary enterprises. Small enterprises can be created in various organizational and legal forms, they include commercial organizations according to the criteria established by law. Individual entrepreneurs carry out entrepreneurial activities without forming a legal entity, therefore they cannot be attributed to any legal form, but they are small businesses.

A legal entity is subject to state registration and acts either on the basis of a charter, or a constituent agreement and a charter, or only a constituent agreement. AT charter the organizational and legal form of the enterprise (firm), its name, postal address, subject and purpose of activity, authorized capital, profit distribution procedure, control bodies, list and location of structural units that make up the company, conditions for its reorganization and liquidation are reflected. Legal entities must have an authorized capital, an independent balance sheet and an estimate.

Authorized capital-- a fixed amount of fixed and working capital of the enterprise. It is formed at the time of its creation and is at the disposal of the enterprise throughout the entire period of operation. The minimum amount of authorized capital for open joint-stock companies and enterprises with foreign investment is equal to 1000 times the minimum wage, for limited liability companies and closed joint stock companies the minimum amount of the authorized capital is 100 minimum wages ( minimum dimensions wages). As of June 2005, the minimum authorized capital was 10,000 rubles. Depending on the organizational and legal form of the enterprise, its authorized (share) capital is formed by various sources(Table No. 1). It is called the authorized capital because its size is fixed in the charter of the enterprise, which is subject to registration in the prescribed manner. Authorized capital-- the amount of funds provided by the owners to ensure the statutory activities of the enterprise. The authorized capital of the enterprise is the main source own funds and in monetary form represents the liabilities of the enterprise, and in productive form - its assets. The assets and liabilities of the enterprise are balanced, that is, they are always equal, which is reflected in the balance sheet of the enterprise.

Tab. No. 1 "Formation of authorized capital"

Organizational and legal form of the enterprise

Source of formation of the authorized capital

State enterprise

Limited Liability Company Open Joint Stock Company

Production cooperative

rental company

An enterprise of a different form, allocated for an independent balance sheet

The value of property assigned by the state to the enterprise on the right of full economic management

The amount of shares of owners

The total par value of shares of all types

The value of property provided by the participants for the conduct of activities

The amount of contributions of its employees

The value of property assigned by its owner to the enterprise on the right of full economic management

Since the amount of 100 thousand rubles was allocated to me to create the projected enterprise, and according to preliminary data, at least 150 thousand rubles are needed to open it, I propose to attract co-founders to conduct business together.

After analyzing all of the above, I came to the conclusion that the most appropriate organizational and legal form for the created enterprise will be the form of a limited liability company.

Limited Liability Company(hereinafter referred to as a company) is recognized as a business company created by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the unpaid value of the contribution of each member of the company. A limited liability company is established, operates and liquidates in accordance with the provisions established by the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies" dated February 8, 1998. No. 8-FZ.

Members of the society may be citizens and legal entities. The society can be founded by one person who becomes the sole participant. A company may become a company with one member, but the company may not have another economic company consisting of one person as its sole participant. The maximum number of members of the company should not exceed 50. If this limit is exceeded, the company must be transformed into an open joint-stock company or a production cooperative within a year. The founding documents of the company are the memorandum of association and the charter.

So, to summarize: the organization being created is a small business engaged in production area, which provides photo services to the public for profit (that is, it is a commercial organization) and established in the form of a limited liability company called "Artist's Shop". To open a photo salon LLC Lavka Artista, it is planned to attract a co-founder, whose share will be 23% in the authorized capital of 130 thousand rubles. and take 30 thousand in an interest-free loan from my parents.

Tab. No. 2 "Distribution of shares of the authorized capital"

After determining the form of ownership, it's time to proceed directly to registration. In accordance with the legislation, newly created or reorganized enterprises are subject to state registration. From the moment of state registration, the enterprise is considered established and acquires the status of a legal entity.

The main document that defines the rules for registering legal entities is the Federal Law "On State Registration of Legal Entities" No. 129-FZ dated August 8, 2001 - entered into force on July 1, 2002. It is he who determines the procedure for registration, reorganization and liquidation legal entities, what documents are required, how to submit them, what is the responsibility of the parties. When registering, you must:

· prepare documents for registration (application for state registration, decision to establish an enterprise, charter, memorandum of association, document on payment of state duty, which is set at 2,000 rubles). With one owner, a memorandum of association is not needed;
if necessary, open a savings account;
· register with the following funds: Pension Fund (PF), Social Insurance Fund (FSS), Territorial Compulsory Medical Insurance Fund (CHI). open a company account;
· If necessary, obtain a license to operate.

After deciding on registration, you will need constituent documents.

decision to establish an enterprise (Appendix 5). It can be called protocol No. 1 of the meeting of founders;
company charter (Appendix 3);
· memorandum of association (Annex 4).

State registration is carried out within 3 days from the date of submission required documents or within 30 calendar days from the date of posting indicated in the receipt for sending the constituent documents indicated above. Registration is carried out by assigning to the enterprise the next number in the register of incoming documents and affixing a special inscription (stamp) with the name of the registration authority, number and date on the first page (title place) of the enterprise charter, countersigned by the official responsible for registration. Also, in accordance with the Federal Law "On the use of cash register equipment when making payment settlements and settlements using payment cards” dated May 22, 2003. No. 54-FZ, all organizations and individual entrepreneurs must carry out cash cash settlements and settlements using payment cards using cash registers in cases of sale of goods, performance of work and provision of services (except for the cases specified in the Federal Law). CCP used by small businesses should:

be registered with tax authority at the place of registration of the organization as a taxpayer
be in good condition, sealed in the prescribed manner
· to have fiscal memory and be operated in fiscal mode.

The minimum cost of a CCP is 19,000 rubles. + printing 1000 rubles

All data on the newly created legal entity are entered into the Unified State Register Legal entities (USRLU) Codes. Laws. Norms (Issue 1). Civil Code Russian Federation(parts one, two, three, four). Civil Code of the RSFSR (current part): As of May 1, 2007. - Novosibirsk: SIB. univ. publishing house, 2007. - 704 p.

An entrepreneur who decides to start a business has to choose the form of the enterprise. The Civil Code of the Russian Federation (hereinafter: the Code) provides various organizations. With the exception of peasant (farm) farms (PFH), they have the status of organizational and legal forms (hereinafter: OPF) or their varieties (Fig. 1):

individual private enterprises;

business partnerships;

business companies;

production cooperatives;

state and municipal unitary enterprises.

Within the framework of the variety of types of ownership, business entities of different organizational and legal forms can be created.

Rice. one. Basic organizational and legal forms of enterprises

Economic entities operating in the economy (enterprises, firms, associations) are diverse in terms of scale, profile of activity and organizational and legal structure. However, with all the variety of possible types, they are divided into ordered types, groups for which certain norms of economic legislation have been developed that regulate their activities. The structure of the organizational and legal forms provided for by the current Code is considered in detail in Table. one. Russian legislation recognizes, along with individual entrepreneurship, state (municipal) business entities, non-state organizational and legal forms of enterprises (joint stock companies, partnerships).

Knowledge of the specific conditions and basic principles that legally regulate the procedure for activities and responsibility for its results is necessary when choosing one or another organizational and legal form of a newly created or reorganized business entity.

The most significant features that distinguish one legal form from another are:

the number of participants in this business association;

form of management of a business entity;

method of distribution of profits and losses;

sources of property constituting the material basis of the entity's economic activity;

the owner of the applied capital;

limits of property liability.

These differences require a selective approach to the choice of the BPF. From this it follows that the correct choice of the OPF is one of the ways to improve the efficiency of economic activity, since the organizational and legal form is a way of securing property, its legal status and the purpose of entrepreneurial activity for an economic entity.

All of the above allows us to conclude that the choice of the organizational and legal form of the enterprise is influenced by various factors.

But the organizational and legal form, in turn, has an impact on the main elements of the activity of an economic entity, which are shown in Fig. 2.

Rice. 2.

So, for example, the owner individual enterprise manages independently profit, he has the greatest economic freedom in making economic decisions.

The partnership has several owners. Liability depends on the type of partnership: in general partnerships, the owners are liable with all their property, in limited partnerships, some of the participants have full, and some have limited liability.

The owners of the property of a joint-stock company are all its shareholders, and the share of the property of each shareholder is determined by the value of his shares.

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or other economic activities. It is owned by all its shareholders, and the share of ownership of each shareholder is determined by the size of his share.

An entrepreneur, choosing a legal form, must foresee possible consequences for the newly created enterprise in case of withdrawal from the case on various reasons one of the co-owners.

The most stable and durable form, according to many authors, is a joint-stock company. The exit from the case of one of the shareholders does not at all affect the existence of an enterprise of this form.

Obviously, the market economy implies a significant variety of organizational and legal forms of enterprises. This is explained by the fact that one part of the country's national economy is owned and managed by private citizens, either individually or collectively, while the other part is managed by organizations established by the government or local authorities. In addition, business in any state is carried out on a different scale.

In such conditions, in order to make a correct and informed choice, you need to have a sufficient understanding of the BPF provided for by the Code. The Code itself and other legislative acts, from which information about OPF is drawn, require special legal knowledge and time for their qualitative study.

Often, the choice of OPF is hampered by the lack of information and reference materials that would allow owners to study the features of various organizational and legal forms and carry them out. comparative analysis; the lack of recommendations on the choice of BPF depending on the specific circumstances.

In a significant number of cases, the choice of OPF in Russia occurs randomly, based on the experience or intuition of the entrepreneur, and sometimes simply on the advice of acquaintances who do not always have a sufficient level of legal knowledge. Meanwhile, this choice is extremely important both in a tactical and, mainly, in a strategic sense.

That is why in the next part of the work, in our opinion, it is advisable to study in more detail the reasons that determine the choice of legal form by a particular enterprise. To do this, it is necessary to consider the stages of development of the enterprise and the main directions of economic activity over a long period. In the modern economy, there are enough enterprises that have a long history of stable presence in the same sector National economy regardless of the transformation of the socio-economic system taking place in Russia. Among such enterprises is the VOLGOGRAD MUSTARD OIL-FACTORY "Sarepta" chosen for further research.

When choosing an organizational and legal form, be active! the enterprise needs to determine the required level and scope of its possible rights and obligations, which depends on the profile and content of future activities, the possible circle of partners, and the legislation existing in the country. When deciding on the choice of organizational and legal activity, it is necessary to be based on economic, entrepreneurial and labor law. The economic and entrepreneurial law of each country contains only certain organizational and legal forms of activity.

In accordance with national legislation, enterprises can be based on private, collective, state and mixed forms of ownership. In this regard, private, collective, state, joint and foreign enterprises can operate in the tourism business.

Business entities can be individuals and legal entities (Fig. 4.4).

Under individuals refers to citizens of the country, foreign citizens, stateless persons and persons with dual citizenship. However, participation in commodity-money relations often requires the investment of very significant capital, which is not possessed by individual individuals. Only by pooling the capital of many participants in market relations, it is possible to solve large investment projects. This feature of market relations led to the participation in them of artificial entities called legal entities. legal entity an organization is recognized that owns, manages or manages separate property, bears independent responsibility for its obligations, can acquire and exercise property and personal non-property rights on its own behalf, perform duties, be a plaintiff and defendant in court. A legal entity must have an independent balance sheet or estimate and its own current account. It must also be entered in the unified state register of legal entities of the country of registration.

Legal entities are divided into types according to various non-matching criteria, depending on the purpose that is set during the classification. There are many such criteria. The most significant of them are: the property on the basis of which the legal entity is formed; the rights of founders (participants, members) of a legal entity to its property; the purpose of the activity; the composition of the founders; way of education; composition of constituent documents; the nature of the participation of the founders in the activities of the legal entity; the obligations of participants (members) to participate by their labor in the activities of a legal entity, etc.

Market economy involves the activities of business entities of various organizational and legal forms. Distinguish non-profit organizations(formed to meet a spiritual or other non-material needs; usually pursue social, charitable, cultural, educational and other socially useful purposes) and commercial(formed for the purpose of making a profit).

To non-profit organizations include consumer cooperatives, public and religious organizations (associations), foundations, institutions, associations of legal entities (associations and unions).

Commercial organizations include business partnerships (general and limited), business companies, production cooperatives and unitary enterprises.

Business partnerships - These are commercial organizations that own separate property, divided into shares (contributions) authorized capital. Economic partnerships may be created in the form of a general or limited partnership.

A full partnership is the participants of which (general partners), in accordance with the agreements concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally with each other bear subsidiary liability with their property for the obligations of the partnership. A general partnership is created and operates on the basis of a constituent agreement signed by all its participants. Management of activities is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants. Individual entrepreneurs and (or) commercial organizations may be participants in general partnerships.

A limited partnership is a partnership in which there are participants who carry out entrepreneurial activities on his behalf and are liable for the obligations of the partnership with all their property (general partners). In addition to the participants who bear full responsibility, there are one or more participants (contributors, limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership. A limited partnership is created and operates on the basis of a founding agreement signed by all general partners. The latter may be individual entrepreneurs and (or) commercial organizations. Contributors in limited partnerships may be citizens and legal entities.

Business companies can be created in the form of a limited liability company (LLC), an additional liability company (ALC) or a joint-stock company (JSC).

Participants business companies can be citizens and legal entities.

Limited Liability Company a company founded by two or more persons is recognized, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the amounts of their contributions. The founding documents of an LLC are the constituent agreement signed by its founders and the charter approved by them. The authorized capital of an LLC is formed from the value of the contributions of its participants. supreme body is the general meeting of members. An executive body (collegial and/or sole person) is created in the LLC, which carries out the current management of its activities and is accountable general meeting participants. A participant in an LLC has the right to sell or otherwise assign his share (or part thereof) in the authorized capital of the company to one or more participants in this company.

Company with additional liability is a company founded by two or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants in such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the constituent documents of the company. In case of economic insolvency (bankruptcy) of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company. The rules on LLC apply to ALCs, unless otherwise provided by law.

Joint stock companies - These are companies whose authorized capital is divided into a certain number of shares of equal par value and is formed by selling them.

Stock- this is a security issued by a joint-stock company, indicating a share contribution of its owner to the authorized fund of the company and giving the owner the right to receive dividends. Shares have face value(the face value indicated on the share itself), issue price(value) at which they are sold on the primary market (usually by the joint-stock company itself), real(market) price, at which they are valued in the secondary securities market, and balance price, determined on the basis of the financial statements of the joint-stock company.

The totality of shares owned by one member of a joint-stock company is block of shares .

Dividend- this is the income (part of the total profit of the joint-stock company) received by the owner of the shares. Expressed as a percentage (for example, a dividend on shares was 14%) or in absolute terms (for example, received $ 180 in the form of a dividend on shares).

The liability of participants (shareholders) is limited by the value of their block of shares. The founders of a joint-stock company conclude an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital of the company, the categories of shares to be issued and the placement procedure, as well as other conditions stipulated by the legislation on joint-stock companies. The founding document of a joint-stock company is its charter, approved by the founders.

There are open joint stock companies (JSC) and closed joint stock companies (CJSC).

A joint-stock company, a member of which may alienate his shares without the consent of other shareholders to an unlimited number of persons, is recognized open joint stock company. Such a joint-stock company has the right to carry out an open subscription for the shares it issues and their free sale on the terms established by law. JSC is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint stock company, a member of which may alienate his shares with the consent of other shareholders and (or) a limited number of persons, is recognized closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

Under production cooperative is understood as a commercial organization, the participants of which are obliged to make a property share contribution, to take personal labor participation in its

activities and bear subsidiary liability for the obligations of the production cooperative in equal shares, within the limits established by the charter, but not less than the amount of annual income received in the production cooperative. The founding document of a production cooperative is the charter approved by the general meeting of its members. The property owned by the production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The supreme governing body is the general meeting of members of the cooperative. His executive bodies are the board and (or) its chairman. They carry out the current management of the cooperative's activities and are accountable to the supervisory board and the general meeting of members of the cooperative.

unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. State (republican or communal) or private unitary enterprises may be created in the form of unitary enterprises. The property of such an enterprise is in the state or private property natural or legal person. governing body unitary enterprise is a manager appointed by the owner of the property, who is accountable to this owner. A unitary enterprise is liable for its obligations with all its property.

One of the economic and legal forms of tourism enterprises is the activity individual entrepreneur(IP). Usually, the legislation of each country determines that any individual, a citizen of this country, has the right to engage in entrepreneurial activities without forming a legal entity from the moment of state registration as an individual entrepreneur. An individual entrepreneur is liable for his obligations with all his property, with the exception of property, which, in accordance with the law, cannot be levied. The list of property of citizens, which cannot be levied,

is established by civil procedural legislation, an individual entrepreneur who is not able to satisfy the requirements of creditors related to the implementation of entrepreneurial activities by him may be declared economically insolvent (bankrupt) in judicial order. From the moment the court decision comes into force, the registration of an individual entrepreneur in this capacity becomes invalid.

Thus, we have named the possible organizational and legal forms of activity of enterprises. But which of these forms is most suitable for the newly emerging tourism enterprise? Consider the factors that determine the choice of organizational and legal forms of activity of a tourist enterprise (Fig. 4.5).

Taking into account the above factors, it should be noted that until 2000, when choosing the form of a legal entity, tourist enterprises preferred limited liability companies (LLC), which accounted for about 75% of total number registered tourism enterprises. Currently, the most popular organizational and legal forms of activity of tourist enterprises are additional liability companies (ALCs), unitary enterprise(UP), individual entrepreneur (IP)