Legal forms of entrepreneurial activities Plan. If the constituent documents of the Company does not specify the period of its activities, the Company is recognized as an indefinite period. OPF business entities that are non-commercial legal entities

Introduction

Organizational legal forms business activities. Obligations in business activities. State control over the implementation of entrepreneurial activities.

Lecture №14.

Module 8. Entrepreneurial law. Protection of state and commercial secrets.

Economic entities include legal entities, as well as individuals carrying out entrepreneurial activities without education legal entity.

All legal entities in accordance with the Civil Code of the Russian Federation are divided into two types: commercial and non-commercial organizations. Organizations pursuing the extraction of profit as the main goal of their activities (commercial organizations) and not exerting profit as such a goal and not distributing the profit between participants (non-commercial organizations).

Commercial organizations can be created in various organizational and legal forms, namely: economic partnerships, business communities, production cooperatives, state and municipal unitary enterprises.

Non-profit organizations can be created in the form of consumer cooperatives, public or religious organizations (associations), charitable and other funds, as well as in other forms provided for by law.

Non-commercial organizations can carry out entrepreneurial activities only inspired, as this serves as the goals for which they are created, and the corresponding goals.

It is allowed to create associations of commercial and (or) non-profit organizations in the form of associations and unions.

Individual entrepreneurs and peasant (farmer) farms include individuals who carry out entrepreneurial activities without the formation of a legal entity.

1. Organizational and legal forms of entrepreneurial activities.
2. Obligations in business activities.
3. State control over the implementation of entrepreneurial activities.

1.1. Individual business

Individual entrepreneurship is the easiest and most ancient type of entrepreneurship. All means in this case owns one owner. He independently decides the question that, for whom and how to produce; It is unlikely to receive revenue and carries unlimited financial responsibility for the results of its activities. In the case of debt formation, for example, an entrepreneur is calculated by his property. Such a prospect is quite real, because, as statistics shows, no less individual entrepreneurs are ruined annually than new ones.

An individual entrepreneur usually works himself, but has the right to hire and additional employees, Concluding an agreement with each of them.

Despite the many stories about the stubborn labor and smelting millions, not all individual entrepreneurs It is possible to seriously expand the case. Growth opportunities are limited by the owner's personal resources and those in small loans that he can get in the bank. The individual entrepreneur cannot be a specialist in all matters of production, supply, marketing, management, finance, and this often leads to making erroneous decisions, and therefore - to economic losses.

However, this type of entrepreneurship has certain advantages that consist in minimal regulation of activities, mobility, material interest, etc. In world practice, this form of business is characteristic of small shops, services sector services, farms, professional activity Lawyers, doctors and teachers.

An entrepreneur who has sufficient resources to create a business, inclined to alone control the decision-making process, ready to bear full material and legal responsibility for commercial activity, prefer to become an individual entrepreneur, becoming the sole owner of the company.

All other forms of entrepreneurial activity are collective.

1.2. Legal entities: Commercial and non-commercial organizations

The entrepreneur, as a rule, has the ability to unite with other entrepreneurs to jointly achieve common economic purposes. Joint activity can be based:

in agreement, leading a common cause, which is reflected in the Treaty - Agreement of the Parties;

on the formation of a joint property that makes up from the shares that are their own property of partners ( cash, material values, etc.) and representing contributions in the composition of common property (share capital).

Joint property is the basis of an enterprise that, carrying out its activities, has certain rights (for example, contact the bank for loans) and performs duties (for example, concludes transactions, produces goods or provides services in accordance with concluded agreements). And since the rights and obligations are something inherent only by a person, a citizen - physical lickThe contradiction arose is permitted by the recognition of an enterprise by a legal entity.

As a legal entity, the enterprise has certain legal signs: concludes contracts and transactions, is responsible for their obligations, etc. However, it can neither determine the purpose of its activities nor sign a contract nor accept anyone to work. This is done by people acting on behalf of the enterprise.

Depending on its main goal of the organization, which are legal entities, can be commercial or non-commercial.

For non-commercial organizations, profit does not protrude as a main goal. They have the right to engage in entrepreneurial activities only inspired, as it is necessary to implement their statutory goals, and profit is fully used for self-development and is not distributed among the participants.

The advantage of such a form of organization of the case is preferential taxation. But we must once again emphasize that non-profit organizations are not created in order to extract profits.

Commercial organizations are created by their founders in order to extract profits. Russian legislation There are several organizational and legal forms of these organizations. These are economic partnerships and societies with divided into share (deposits) of the founders by the statutory (share) capital.

2. Association (partnership)

A partnership (partnership) is an organizational form of entrepreneurship, when the organization of production activities and the formation of authorized capital is carried out by joint effort of two or more persons (physical and legal). Each of them has certain rights and is responsible depending on the share in the authorized capital and the place occupied in the management structure of such a partnership.

A partnership as a form of business organization is more or less, a consequence of the natural development of an individual private firm. It originated in an attempt to overcome some of the main deficiencies of individual entrepreneurship.

Thus, the economic partnership is a commercial organization with proprietary property, with shared or share capital, divided into share (deposits).

A partnership can be created:

individual faces;

individual individuals and commercial organizations;

commercial organizations.

2.1. Full partnership

From the point of view of legal consequences, the full partnership refers to the category of unwanted unification forms, since it does not imply limit responsibility. For the obligations of the full partnership, its members, referred to as complete comrades, are responsible for all their property. Responsibility in this case is subsidiary.

Subsidiary liability suggests that before presenting the claims to the person, which is responsible in addition to the responsibility of another person, the lender must submit the requirements for the main debtor. If the latter fails to satisfy the claim or when the creditor does not occupy, the lender has the right to present such a claim that causes subsidiary responsibility.

Thus, the partnership, the participants of which (full comrades), are fully recognized in accordance with the contract between them are engaged in entrepreneurial activities on behalf of the Company and are responsible for its obligations belonging to them (subsidiary responsibility).

This kind of partnership in a number of countries is called open trade associations (Germany, Austria). In a number of countries, it is also possible to organize another type of partnership - civil law society (Austria), civil code society (Germany) or a simple society (Switzerland). They are created to achieve a certain goal and as a result of an informal agreement of several persons. The rights of the legal entity they do not have. Checking the powers of their persons are difficult, since society is not submitted to the trade register.

In most cases, complete partnerships are formed by legal entities (large enterprises). The agreement on their joint activities in any region can already be considered as the formation of such a partnership. In such cases, neither the charter, nor even registration of the partnership. Individual entrepreneurs and commercial organizations can be participants in only one full partnership.

The contract (agreement) on the partnership determines the powers of each partner, the distribution of profits, the total amount of capital invested by partners, the procedure for attracting new partners and the procedure for re-registration of the partnership in the event of the death of any of the partners or its exit from the partnership. Legally, the partnership terminates existence, if one of the partners dies or comes out of it; If one participant remains in full partnership, it can be eliminated or transformed.

The obvious lack of partnerships is that the decision-making process is difficult for them, since the most important of them should be made by a majority vote. To simplify the decision-making procedure, a specific hierarchy is established, dividing partners into two or more categories to the degree of importance of a solution that each partner can take.

2.2. Partnership on faith (comdant partnership)

Partnership on faith (commercial partnership) - a partnership, in which, along with participants who, on behalf of the partnership, entrepreneurial activities and responsible for the obligations of the partnership with their property (full comrades, complementaries), there are one or more participants - depositors (commanders) who carry risks losses associated with the activities of the partnership within the amounts made by them contributes and do not participate in the implementation of entrepreneurial activities.

To create a comdant partnership, at least one complimentary and one commandate are needed.

Legislation considers partnerships as unification of persons. This means that members of the partnership should participate in its activities. Consequently, they can be participants only by one partnership. At the same time, both individuals and legal entities can participate in partnerships in any combination.

Cases in the comdant partnership are usually complimentary. They lead to society and carry out its representation. In respect of internal relationships The functions of the management of the company are usually carried out with the consent of the commanders. Often, this conciliatory law within large companies is submitted to the Council consisting of commanders. The same provisions are applied to complimentary as in full partnerships.

Depositors are not entitled to participate in managing and conducting the partnership affairs on faith to speak on his behalf otherwise, as by proxy. They are not entitled to challenge the actions of full comrades for managing and conducting partnership.

Each complimentary is entitled to act on behalf of the partnership, if the constituent contract has not been established that all complimentary cases are doing together, or the maintenance of cases is entrusted with separate full comrades.

With the joint work of the partnership of his full comrades, the consent of all complete comrades is required to commit each transaction.

If the work of the partnership is entrusted with its participants to one or some of them, the remaining participants to make transactions on behalf of the partnership should have a power of attorney from a complete comrade, which entrusted to the work of the partnership.

Powers to conduct partnerships provided by one or more complimentary, may be discontinued by the court at the request of one or more other complimentary if there are serious grounds, in particular due to ground violation An authorized person or persons of their duties or discovered incapacity for his reasonable business. Based judicial decision The necessary changes are made to the constituent agreement of the partnership.

2.3. Advantages and disadvantages of partnerships

Advantages.

Ease of organization. Like individual private firm, partnership is easy to organize. Almost in all cases a written agreement is concluded (a partnership agreement), and, as a rule, this is not associated with burdensome bureaucratic procedures.

More financial resources. A combination of several participants in partnership allows its financial resources in comparison with the resources of an individual private enterprise. Partners can merge their cash capital, and usually their enterprise is submitted to bankers less risky.

Joint management. Thanks to the participation of several partners in the business, a better degree of specialization is becoming possible. With carefully selected partners it is much easier to manage the daily activities of the enterprise. Members of the Partnership provide each other time free from business activities, and also possess complementary qualifications and views.

Disadvantages of partnerships.

Unlimited responsibility. Each full comrade (in both types of partnership) is responsible for the debts of the company, regardless of whether this agent was caused by this debt. In fact, every partner is responsible for all the failures of the enterprise - not only for the result of its own management decisions, but also for the consequences of actions of any other partner.

Disagreements between members. If several people participate in the management, such a separation of power can lead to inconsistent policies or to inaction when decisive actions are required. Even worse, if partners disagree in strategic views.

Limited life. The duration of the activities of the partnership is unpredictable. Exit from the partnership or the death of one of the partners, as a rule, entails the decay and complete reorganization of the company, full cessation of its activities.

Limit of financial resources. Financial resources of partnerships remain limited, although usually exceed the possibilities of individual private firms. But three or four partners may also disgrace funds for the successful growth of their enterprise.

The complexity of liquidation. After you tied ourselves with a partnership, get out of it not so simple. When the company is closed, the question of what and whom will get and what will happen next is often very difficult to solve. Advocate firms are surprisingly often faced with errors in the contracts for the formation of the partnership and come to the conclusion that the section is difficult to implement.

3. Economic Society

The economic society is a commercial organization, the authorized capital of which is formed by one or several individuals or legal entities by making its shares (or the full amount of the authorized capital, if one person acts as a founder). Cash or material resources, intellectual capital may be considered as shares, securities or property rights that have a monetary assessment. At the same time carried out expert review The cost of intellectual capital and property rights in cash.

There are four forms of economic societies:

limited Liability Company (LLC);

society with more responsibility;

cLOSED JOINT-STOCK COMPANY (CJSC);

open Joint Stock Company (OJSC).

3.1. Limited Liability Company (LLC)

Limited Liability Company (LLC) is a commercial organization, the founder of which is one or more individuals or legal entities that are responsible for the obligations of the Company and the risk of losses within the limits of contributions made by them.

In a row western countries There are so-called societies of one person. These include limited liability companies in which the property is concentrated in the hands of one person. In limited liability companies in most cases exists close relationship between companions. For this reason, they are very suitable for organizing family enterprises.

For the establishment of the LLC, it is necessary to conclude a memorandum of association, which determines the name of the company, the location and direction of the activities of the enterprise, and also indicate the size of the authorized capital and the equity participation in the members of society.

The highest authority is a meeting of its participants. The exclusive competence of the meeting is:

changing the charter;

election of the Audit Commission.

LLC has the right to transform into a joint stock company or production cooperative. Liquidated society can only be on the unanimous decision of its participants.

The participant of the Company is entitled to sell or otherwise give way to its share in the authorized capital of the Company or part of it to one or several participants of this company.

Shares in the authorized capital go to the heirs of citizens and the legal entrepreneurs of legal entities who were participants in the Company, if the society constituent documents provide for that such a transition is allowed only with the consent of the Company's participants.

The approach of the Company's participant does not require consent to this of its other participants.

3.2. Society with additional responsibility

Society with additional responsibility is a kind of limited liability company. An additional responsibility is recognized by the institution by one or several persons of the organization, the authorized capital of which is divided into the shares of the amounts defined by constituent documents; Participants of such a society jointly carry a subsidiary responsibility for its obligations to their property in the same time for everything in a multiple amount to the cost of their deposits, determined by the constituent documents of the Company (paragraph 1 of Art. 95 of the Civil Code of the Russian Federation).

Society with more responsibility has features peculiar and societies and partnerships. It is distinguished from the Limited Liability Company, it is distinguished by the fact that the participants respond to the satisfaction of creditors to meet the claims of creditors (additionally) in solidarity. The size of the responsibility of the latter (in contrast to complete comrades) is limited only by the part of their property, which is multiple the amount of contributions made by them.

The bankruptcy of one of the participants leads to the fact that his responsibility for the obligations of the Company is distributed between the rest of the participants in proportion to their deposits, unless otherwise determined by the constituent documents. Consequently, the claims of creditors remain secure in the same amount.

An indication of the additional responsibility of the Company should be contained in its brand name.

Taking into account the peculiarities of regulation to societies with more responsibility, rules are applied to the legal status of limited liability companies.

3.3. Joint-stock company

Joint Stock Company is a society, the authorized capital of which is divided into a certain number of shares; Participants joint Stock Company (Shareholders) are not responsible for its obligations and carry the risk of losses associated with the activities of the Company within the value of the shares belonging to them.

Joint-stock company, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurship. It can be created by one person or consist of one person in the event of an acquisition by one shareholder of all shares of the Company.

Shareholders are entitled to the share of JSC's income. Part of the profits paid by the owner of the action is called dividend. The part that is not paid as dividends is called unallocated profits.

The joint stock company does not have an economic society as a single participant, consisting of one person.

Types of joint-stock companies:

open (OJSC)

closed (CJSC)

CLOSED JOINT-STOCK COMPANY (CJSC)

CLOSED JOINT-STOCK COMPANY is a society whose shares are distributed only among its founders (among the predetermined circle of persons) when the shape of an open subscription to the share issued by society is not used and they cannot freely sell and buy in the stock market.

A potential buyer cannot simply give an instructions to his broker to acquire a certain number of shares. Initially, the shares of such a company are distributed in private, and shareholders can only manage them with the consent of the company. This limitation in the field of finance is the main factor determining the size of companies that are usually small and medium.

The number of members of the CJSC cannot exceed 50 (if this number of shareholders is exceeded, the Company must transform into an open joint-stock company by re-registration).

The closed joint-stock company on the law is not obliged to publish information about himself in such a volume, as required from JSC; Nevertheless, she is obliged to submit an annual report to the Registration Bureau of Companies, which is open to familiarize themselves to any member of society.

At the moment, most small and medium-sized enterprises in Russia are closed joint-stock companies, which makes this form of business most popular.

Open Joint Stock Company (OJSC)

Open Joint Stock Company is a joint-stock company whose participants can freely sell and buy communities of the Company without the consent of other shareholders. It can carry out an open subscription to the shares emitted by them, which can freely contact the stock market. This implies the full openness of society and careful control over his activity, so it is obliged to publish annually for universal information:

annual report;

balance sheet;

profit and loss account;

and also annually attract a professional auditor to verify and confirm the annual financial statements.

The highest management body in JSC is a general meeting of shareholders. The competence of the General Assembly is:

a change in the statute of the Company;

changing the size of the authorized capital;

approval of annual reports and balance, distribution of profits and losses;

education of executive bodies and early termination of their powers;

decision on the reorganization or liquidation of society;

election of the Audit Commission;

solving other questions.

If the number of shareholders exceeds 50 people, the Board of Directors (Supervisory Board) is created. Its competence is determined by the Charter of JSC.

The executive body of the AO can be collegial (board, directorate) and / or sole (director, gene director). It carries out the current management of the Company's activities and is reported to the Board of Directors and the General Meeting of Shareholders.

JSC, as well as CJSC, are a fairly popular form of entrepreneurship both in Russia and around the world. As a rule, large joint-stock companies are open joint-stock companies. In Russia, an example of such companies can serve as "RAO UES of Russia", "Lukoil", "Rao Gazprom" and others; In America - Microsoft, General Motors, Ford, Coca-Cola.

4. Corporation

The corporation is an organizational and legal form of a business, which is characterized and limited from specific persons who speak it. Such a structure that has the status of a legal entity has the right to acquire resources, own assets, produce and sell products, take into debt, provide loans to make a lawsuit to act as a defendant in court, and also perform all those functions that perform business enterprises of any other type.

Although, with the word "Corporation", many begin to think about such major companies as General Motors, IBM, Ford and others, for incorporation (registration as a corporation), it is not necessary to be a big enterprise. Many corporations are really big, but registration as a corporation may be useful for small companies.

The essence of the registration of the corporation is not too difficult, although the registration procedures are often quite difficult to register as a corporation. Most people do not want to risk everything they have to get the opportunity to participate in business. However, in order for the company to grow, flourishing and was a source of welfare, a large number of people should be desired to invest in it. By solving this problem, the creation of an artificial person existing only legally. Such a legal entity is called a corporation. This is nothing more than taking to engage in business people with a minimum risk for them.

This organizational and legal form of entrepreneurship has its advantages and disadvantages.

The advantages of corporations.

The advantages of corporations identified the leading role of this organizational form of business in the modern American economy.

More money For investment. The corporation is significantly more efficient compared to all other forms of business organization copes with the task of attracting capital. Corporations are inherent in a unique funding method - through the sale of shares and bonds, which allows you to attract the savings of numerous households. Through the Corporation's Securities Market, the financial resources of a huge number of people are able to unite financial resources.

Financing by selling securities has certain advantages and from the point of view of their buyers. First of all, households in this case can participate in business enterprise and count on a certain monetary remuneration; At the same time, there is no need to take an active part in the management of the enterprise. In addition, a person has the opportunity to distribute risks, acquiring securities of several corporations. Finally, corporate securities holders usually can easily get rid of them by selling to another owner. Existing stock Exchange Eliminates the movement of securities between buyers and sellers. There is nothing to say that it strengthens the readiness of people having savings, acquire securities of corporations.

Moreover, corporations are usually easier than other forms of business, access a bank loan. First, the corporations are more reliable, and secondly, they are more likely than all others, are able to provide profitable contributions to banks.

Limited liability. Corporations also have one explicit advantage - this is limited liability. The owners of the Corporation (that is, the shares holders) are risking only the amount they paid for the purchase of shares. Their personal assets do not hit, even if the corporation is threatened with bankruptcy. Lenders may submit a lawsuit of the corporation as a legal entity, but not to the owners of the corporation as individuals. Limited liability significantly facilitates the corporation to attract money capital.

High degree of specialization. Due to its advantages in attracting money capital, a successful corporation is easier to increase the volume, expand the scale of operations and implement the benefits of growth. In particular, the Corporation is able to extract benefits from mass production technologies, as well as from a deeper specialization in the use of human resources. While the managing individual private firm is forced to share its time between production, accounting and marketing functions, a large corporation is able to attract specialized personnel to each of these areas and thereby achieve greater efficiency. In addition, corporations can buy other corporations working in other industries to diversify the risk. (This means that the corporation can simultaneously engage in various activities, and if one direction fails, the impact on the entire corporation will be reduced).

Permanent existence. Being a legal entity, the corporation exists regardless of its owners and from its own officials. Individual firms can suddenly and unpredictably die, and corporations at least legally, eternal. The transfer of property of the Corporation through the sale of shares does not undermine its integrity and continuity of activity. In other words, corporations have a well-known constancy, which lack other forms of business and which opens up opportunities for perspective planning and growth.

Department of owners from management. Corporations can receive funds from many different investors without involving them in management. Owners choose the Board of Directors. Directors pick up the highest leadership. He, in turn, hires managers as well as workers and employees. Owners, therefore, have a certain impact on what controls the corporation, but not control over this.

Disadvantages of corporations.

Completion of registration. Registration of the Charter of the Corporation is associated with bureaucratic procedures and with expenses for legal services.

The possibility of abuse. From a public point of view in corporate form of business, opportunities are laid for some forms of abuse. Since the corporation is a legal entity, some unscrupulous owners of companies sometimes manage to avoid personal responsibility for dubious commercial operations due to the possibilities that the corporate form of business organization has been in front of them.

Reporting. Documents issued in the formation of a corporation are only the beginning. Tax legislation requires confirmation by corporations of the legality of all their costs and deductions from taxable amounts. In this regard, the Corporation is forced to process a large number of different documents. The owner of an individual enterprise or partnership can support documentation in a sufficiently free manner, the corporation is forced to conduct detailed reporting, meeting protocols and much more.

Double taxation. That part of the income of corporations, which is paid in the form of dividends to the holders of shares, is taxed twice - the first time as part of the corporate profits and the second time as part of the personal income of the owner of the action.

Dimensions. Scale can be one of the advantages of corporations, but also a disadvantage. Large corporations sometimes become too inflexible and bureaucratic, and this deprives them of the opportunity to respond quickly to market changes.

Separation of property and management functions. In an individual private firm and partnership, the owners of real and financial assets themselves directly control these assets and control them. BUT B. large corporationsThe property of which is widely sprayed among dozens and even hundreds of thousands of shareholders, there is a division of property and management functions (control).

The reasons for this discrepancy are in the inactivity of a typical shares holder. Most shareholders do not participate in the voting, and if they participate in it, then only indirectly, transmitting their votes officials Thereby making the latest practically limitless powers and the ability to independently determine their fate.

The separation of property and management functions does not cause serious consequences if the actions of the Group carrying out the management function meet the interests of the Corporation owners group (that is, shareholders). But the interests of the two these groups do not always coincide.

5. Production cooperatives

The production cooperative (artel) is the voluntary association of citizens (at least five) and legal entities on the basis of membership, personal labor participation in production (economic) activities and mutual contributions. The profit received by the cooperative is distributed between its members in accordance with their labor participation in the activities of the cooperative.

In modern business practices, cooperatives on the turnover occupy a relatively small proportion, although they are common in many countries. In Russia, cooperatives were distributed primarily in production activities, in the service sector and the trade and intermediary area. For the cooperative form of entrepreneurship, the establishment of a close connection of members of the cooperative with the cooperative itself is characteristic. Typical example Country and housing cooperatives can serve.

The property of such a cooperative (artel) develops from PAEV (Pai - share ownership).

The activities of the cooperative is based on the personal participation of its members in the production (economic) activity, although legal entities are allowed to participate in cooperatives.

Production cooperatives are created for the joint production, processing, sales of industrial, agricultural and other products, trade, the provision of services.

Members production cooperative We carry subsidiary responsibility, i.e. Not limited to the size of an individual shared contribution, a share share in the overall property of the cooperative. The profit received by the cooperative is distributed between its members in accordance with their labor participation.

The supreme governing body of the cooperative is the general meeting of its members. The competence of the General Assembly is:

change statute

education and termination of activities supervisory Board;

reception and exclusion of members of the cooperative;

approval of annual reports, accounting balances, distribution of profits and losses;

the decision to reorganize and eliminate the cooperative.

If the members of the cooperative is greater than 50, then the Supervisory Board can be created.

The executive bodies of the cooperative are: the Board and (or) his chairman. They carry out the current Board and accountable to the Supervisory Board.

Member of the Supervisory Board, the Board and the Chairman of the Cooperative can be only members of the cooperative.

The production cooperative can be eliminated or transformed into an economic partnership and society for the unanimous decision of its members.

In the US, there are also cooperatives and other types, organized for other reasons. These cooperatives are formed to give members more economic Power As a group than they have as individuals.

Best example Such cooperatives are agricultural cooperatives. Initially, farmers were united in order to receive more favorable prices for their products. Over time, cooperatives have expanded and now also buy and sell fertilizers, agricultural machines, seeds and other goods needed on the farm. It turned into a multi-billion dollar industry. Cooperatives are now owned by many plants. Cooperatives do not pay such taxes as corporations, and therefore have advantages in the market.

The disadvantage of the cooperative form (by analogy with the partnership) is the unlimited responsibility of the members of the cooperative on its obligations. The decision-making in the cooperative is usually carried out on the principle of "one person - one voice", i.e. The size of the property or labor contribution of the cooperative member is not taken into account. In this regard, the cooperative should not be considered as a appropriate organizational and legal form without serious additional reasons.

6. State enterprises

The state enterprise is a production unit characterized by two main features.

The first lies in the fact that the property of such an enterprise and the management of them is fully or partially in the hands of the state and its bodies (associations, ministries, departments); They either own the capital of the enterprise and have undisguised authority to dispose of them and make decisions, or unite with private entrepreneurs, but affect none control them.

The second concerns the motives of the functioning of the state-owned enterprise. In its activities, it is guided not only by the search for the greatest profit, but also the desire to satisfy public needs, which can reduce economic efficiency or lead even in some cases to losses that, however, are justified.

From state enterprises It should be distinguished state institutionswho pursue offeconomic purposes (hospitals, schools, public services) and do not participate in actually market exchange.

State and municipal enterprises, according to the Civil Code of the Russian Federation, operate in the form of unitary enterprises.

Unitary enterprise is a commercial organization that is not entitled to property assigned to it.

Unitary enterprises have a number of features that distinguish them from other commercial organizations:

if the unitary principle is laid in the form of economic organization (the owner of the property is the state, and not an organization), then the form of economic management of other commercial organizations is the principle of corporate relations;

the property of the unitary enterprise is indivisible and under any circumstances cannot be distributed in deposits, shares and shairs, including between employees of the enterprise;

unitary enterprise management is carried out by the head appointed by the owner.

Depending on who owned property, unitary enterprises can be state or municipal.

Such enterprises depending on the rights provided by the founder are divided into two categories:

with the right of economic management;

with the right of operational management.

The right of economic management is wider than the right of operational management, that is, an enterprise operating on the basis of the right of economic management has greater independence in management.

Obligations in entrepreneurial activities and the principles of their execution

It is important to distinguish the concepts of "duty" and "obligations".

The duty describes the behavior of only one person - who should behave in a certain way.

The obligation describes the behavior of two persons of the obligation, when one of them is a lender, and the other is the debtor. The debtor is obliged to make certain actions in favor of the lender (transfer the thing, to perform work, to provide a service, pay money) or refrain from certain actions, and the lender is entitled to demand from the debtor of relevant behavior (fulfillment of the obligation). According to ST307 of the Civil Code of the Russian Federation, "Obligations arise from the Treaty, due to harm and from other grounds" specified in the Civil Code of the Russian Federation.

Civil Code (Section III "The General Part of Commitent Law") develops and details the provisions on obligations and treaties, which in the end allows you to regulate relations under specific contracts.

The Civil Code declares that "obligations should be appropriate in accordance with the conditions of the obligation and the requirements of the law, other legal acts, and in the absence of such conditions and requirements - in accordance with the customs of business turnover or other commonly imposed requirements" (ST309).

General rules The fulfillment of obligations is enshrined in chapter 22 of the Civil Code of the Russian Federation. Norms governing fulfillment of obligations are usually subject to use, unless otherwise provided by the contract (the so-called dispositive rate of law, providing entities to the right to solve the issue of the volume and nature of their rights and obligations).

The fulfillment of obligations is based on a number of principles:

1. The principle of proper execution. Obligations should be performed properly in accordance with the conditions of the obligation and the requirements of the law, other legal acts, and in their absence - in accordance with the customs of business turnover or other commonly imposed requirements. In accordance with the GC, the fulfillment of the obligation to the appropriate person is recognized (Article 312); per day or period of time provided for by the obligation (Article 3214), and in the established location (Article 3216).

In connection with a significant expansion in the conditions of the free market of the sphere of contractual obligations and not always clearly formulating the terms of the conditions of mutual obligations of Article.431 of the Civil Code, it provides the court to interpret the terms of the contracts, taking into account the literal importance of words and expressions contained in them, the meaning of the contract as a whole, valid The overall will of the parties, taking into account the purpose of contracts, as well as all other circumstances, including the negotiations and correspondence, the practice of mutual relations of the parties, the customs of business turnover and the subsequent behavior of the parties.

2. The principle of inadmissibility of one-sided refusal to fulfill the obligation. One-sided refusal, as well as a unilateral change in the conditions of obligation, general rule, not allowed. Exceptions are possible mainly in the field of entrepreneurial activity.

3. The principle of real fulfillment of obligations. Payment of the penalty and compensation for losses in the case of improper fulfillment of the obligation, as a rule, do not exempt the debtor from the fulfillment of the obligation in nature (clause 1 of Article 396 of the Civil Code).

Along with the rules - the principles of the Civil Code contain a number of other important norms:

 about the possibility of execution of obligations in parts (Article 3211);

 the fulfillment of obligations by a third party (Article 3213), which is widely used, for example, in the co-separated supply of engineering products and in a construction contract;

 about early fulfillment of obligations (Article 315);

 about the fulfillment of the obligation to contribute to the deposit (Article 327);

 On the counter fulfillment of obligations (Article 328).

1.2 Entrepreneurial Agreement as the basis for the occurrence of obligations in business

One of the most important institutions in the field of entrepreneurship is definitely an entrepreneurial contract.

The entrepreneurial contract is an economic contract for the purpose of profit.

The interaction of various entrepreneurial units of each other was built on a contractual basis. In the process of concluding a deal, the parties negotiate certain conditions. Public relations are built on the basis of the agreement of the parties to adopt certain obligations, in order to obtain certain rights, as a rule, of a thing, as the economic turnover implies a certain movement of material benefits to meet the relevant needs of civil relations.

Entrepreneurial contract is one of the main grounds for the emergence of obligations.

In order to resolve relations in the area of \u200b\u200bobligations of business turnover, there is a mandatory right - one of the sub-sectors of the civil law of Russia. The basic principle of compulsory right is the fulfillment of obligations properly (Article 309 of the Civil Code of the Russian Federation). However, sometimes circumstances arise, objectively making it impossible to fulfill obligations under the contract even in a conscientious debtor.

The parties have the right to build attitudes, guided by the norms of civil law. But the value of the contract as legal meansThrough which the parties can determine their own agreements with their agreements themselves, it is impossible to overestimate.

Conditions for the occurrence of civil liability of entrepreneurs

Civil liability arises in violation by entrepreneurs of the provisions of civil legislation, which regulates relations between entrepreneurial activities or with their participation. Protection of civil rights is carried out by: recognition of law; restoration of the situation that existed before violation of the law and the preventing of actions that violate the right or creating a threat to its violation; Recognition of the contested transaction of invalid and applying the consequences of its invalidity, applying the consequences of the invalidity of an insignificant transaction; recognition of an invalid state of the state body or local self-government; self-defense rights; awarding to the performance of the duty in nature; compensation for damages; penalty charges; moral damage compensation; termination or change offenses; non-separation by the court of an act of the state body or local government contrary to the law; In other ways to law.

So, the civil liability of entrepreneurial organizations and individual entrepreneurs arises in violation of the civil rights of other individuals and legal entities in accordance with applicable laws, other regulatory acts, with non-fulfillment or improper fulfillment of obligations in accordance with the laws and concluded agreements

Thus, the entrepreneur as a citizen is responsible for its obligations to all the property belonging to it, with the exception of property, which, in accordance with the law, cannot be recycled. Participants in the full partnership jointly carry the subsidiary responsibility to their property for the obligations of the partnership. Full comrades in the partnership in faith are responsible for the obligations of the partnership with their property, and contributors participants carry losses associated with the activities of the partnership, within the amount of contributions made by them in share capital. Participants in a limited liability company bear the risk of losses associated with the activities of the Company, within the cost of contributions made by them. The participants of the Company who made contributions are not fully carried out with solidarity responsibility for its obligations within the cost and part of the contribution of each participant. Participants in the Company with more responsibility agree to the subsidiary responsibility for its obligations to their property in the same for all in a multiple amount to the cost of their contributions, determined by the constituent documents of the Company. In accordance with Art. 56 of the Civil Code of the Russian Federation legal entities other than those financed by the owner of institutions are responsible for their obligations to all their property.

8.3. Ways to ensure the execution by entrepreneurs of their obligations

Under the obligation in civil law, the legal relationship is understood, by virtue of which one person (debtor) is obliged to make a certain effect in favor of another person (creditor), somehow: transfer property, to work, pay money, etc., or refrain from a certain Actions, and the lender has the right to demand the fulfillment of his commitment. Obligations arise from the Treaty, due to the injury and other grounds specified in the Civil Code of the Russian Federation. In the obligation as each of its parties, a lender or debtor - one person or at the same time several persons can participate.

Obligations must be appropriate in accordance with the terms of the obligation and the requirements of the law, other legal acts, and in the absence of those - in accordance with the customs of business turnover or other requirements. The custom of business turnover is recognized by the current and widely applied in any field of entrepreneurial activity, the rule of behavior not provided for by law, depending on whether it was recorded in any document. The customs of the business turnover, contrary to the obligatory participants of the relevant relations of the provisions of legislation or the contract, do not apply.

In accordance with the Civil Code of the Russian Federation, the methods of execution of obligations are the penalty, the deposit, retention of the property of the debtor, guarantee, bank guarantee, deposit and other methods provided for by law or the contract.

A penalty (penalty, penal) is recognized as a law or agreement, which the debtor is obliged to pay the creditor in case of non-fulfillment or improper fulfillment of obligations, in particular in the event of a delay. The lender is not entitled to demand the payment of a penalty, if the debtor is not responsible for non-fulfillment or improper fulfillment of the obligation. If a penalty is established for non-fulfillment or improper fulfillment of the obligation, then the loss is reimbursed in a part not covered with a penalty.

The penalty agreement must be committed in writing, regardless of the form of the main obligation. Failure to comply with the written form entails the invalidity of the penalty agreement.

The lender is entitled to demand the payment of a penalty defined by law (legitimate penalty), regardless of whether its obligation to pay the Agreement of the Parties is provided, but the size of the legitimate penalty may be increased by the Agreement of the Parties if the law does not prohibit this. However, if the penalty payable is clearly disproportionated by the consequences of violation of the obligation, the court has the right to reduce it, except for some cases established by the Civil Code of the Russian Federation. The law or contract may provide cases when: only penalties are allowed, but not losses; Losses can be charged in the full amount beyond the penalty; At the choice of the creditor, either a penalty or loss can be charged.

Under losses are understood by the costs that the person whose right is broken, produced or should produce to restore violated rights, loss or damage to property (real damage), as well as deferential income that this person would receive under normal civil turnover conditions if it were The right was not broken (missed benefit). If the person who violates the right, received due to this income, the person whose right is violated, has the right to demand compensation along with other losses of missed benefits in the amount of at least such income.

By separate species obligations and obligations related to certain kind of activity, the law may be limited to the right to complete damages (limited liability).

Payment of the penalty and compensation of damages in cases of improper fulfillment of the obligation does not exempt the debtor about the fulfillment of the obligation in nature, unless otherwise provided by law or the contract.

Pledge - one of the ways to ensure the fulfillment of obligations. Due to the pledge, the lender has the right in case of non-fulfillment by the debtor of this obligation to obtain satisfaction from the value of the laid property mainly to other creditors to the person who owns this property (mortgager), for seizures established by law. The pledge arises due to the prisoner of the pledge agreement, in which the subject of the pledge must be indicated, its assessment, being, the size and deadline for the fulfillment of the obligations provided by the deposit.

Guarantee is a way to ensure the fulfillment of the obligation, in accordance with which the guarantor (third party) obliges to the creditor of another person to respond to the execution of its obligations in whole or in part. The contract of guarantee is performed in writing. In case of failure to fulfill or improperly executed by the debtor, the obligations provided by the obligation, the guarantor and the debtor respond to the lender jointly, if the law or contract of the guarantee is not provided for the guarantor's subsidiary responsibility.

Bank guarantee - a written obligation, by virtue of which the Bank, a different credit or insurance organization (the guarantor) should pay the creditor of the principal (Benifiant) in accordance with the terms of the guarantee of the obligations of the monetary amount for the provision of the beneficiary of a written request for its payment (Article 3658 of the Civil Code of the Russian Federation) . The principal is the debtor, at the request of which the guarantor gives a written obligation to pay the lender in a monetary amount not paid by the debtor. For issuing a bank guarantee, principal pays a guarantor a remuneration.

The deposit is recognized by the money amount issued by one of the Contracting Parties to the account of the Treaty of payments to the other party to the proof of the contract and in ensuring its execution. The making agreement regardless of the amount should be made in writing.

In accordance with Art. 34 of the Constitution of the Russian Federation everyone has the right to free use of its abilities and property for the entrepreneurial and other not prohibited economic activity. As a subjective constitutional law, the right to carry out entrepreneurial activities is the person provided and secured by law (regulatory acts) to the measure of possible behavior aimed at achieving the objectives pursued by the subject.

The right to carry out entrepreneurial activity should be implemented within the framework of the borders outlined by regulatory acts containing both positive rules of conduct and the processes used in this area. The combination of rules, techniques and methods of state regulation of entrepreneurial activity forms its implementation regime. Speak as a general legal modepropagating on all subjects (for example, registration mode) and on a special mode, under which either a certain part of entities of entrepreneurial law falls (for example, banks, stock exchanges), or subjects carrying out a certain type of activity (licensed mode). The constitutional right to carry out entrepreneurial activities is provided with guarantees. Among the guarantees, first of all, it is necessary to name the possibility of judicial protection of rights in the event of their violation, equal to protecting all forms of ownership, the possibility of limiting rights only on the basis of the Federal Law and only to the extent that it is necessary to protect the foundations of constitutional system, morality, health, Right I. legitimate interests Other persons, ensuring the defense and security of the state.

Types of entrepreneurial activity can be classified on various reasons:

in the form of ownership, on the basis of which the activity is carried out (private, state, municipal);

by number of participants (individual, collective);

by the nature of the activity (production of goods, provision of services, performance of work, etc.).

State regulation Entrepreneurial activity is checked in the legal form of the act. The state regulation act is the indication of the indication of the competent state body in the established form, addressed to business entities or a specific subject and containing the requirement for entrepreneurial activities in a certain way or to bring it into a certain state. It can be regulationsfacing an uncertain circle of persons or acts of specific regulation containing an indication of a specific subject and are a legal fact. Specific acts may have a diverse nature: prohibitions, permissions. Legislation provides for acts-prescriptions (for example, to terminate the violation antimonopoly legislation), planned acts (plan-order in relation to a state institution) and others.

State regulation of entrepreneurial activity may be direct (directive) and indirect (economic). Legal acts contain a mass of policy makers regarding various aspects of business activities. Direct state regulation can be viewed in the following areas:

establishing requirements for entrepreneurial activities;

establishing prohibitions for certain manifestations in its implementation;

application of sanctions and responsibility measures;

the creation of economic entities, their reorganization and liquidation (for example, unitary enterprises);

conclusion of contracts in order to ensure targeted programs and other state needs and etc.

In market conditions of management, priority is given to indirect methods of regulation using various economic leverage and incentives. Indirect state regulation can stimulate certain types of entrepreneurship (through the provision of benefits for taxation, lending, etc.), so be aimed at dinnering activities.

The state regulates entrepreneurial activities, consolidating the right of state bodies to control (supervision) for its implementation in legislative acts.

State control is to verify the fulfillment by a legal entity or an individual entrepreneur in the implementation of their activities of mandatory requirements for goods (works, services) established by federal laws or the regulatory legal acts adopted in accordance with them. For example, on state inspectors The State Standard of Russia is entrusted with the function of oversight compliance with the mandatory requirements of state standards, the rules of mandatory certification and control over ensuring the unity of measurements. One of the main tasks of the federal antimonopoly authority is to monitor the compliance with the antimonopoly demands by economic entities. The rules for the implementation of state control are provided Federal law dated August 8, 2001 "On the protection of the rights of legal entities and individual entrepreneurs in conducting state control (supervision).

State regulation of entrepreneurial activity is carried out in the interests of various subjects. The subjects of such interest appear the state speaking on behalf of the Company as a whole, the counterparties of entrepreneurs, investors, consumers of goods, employees of enterprises, etc., respectively, on this basis, depending on the subject, which requires the requirements, the requirements can be classified.

Requirements can be classified depending on the addressee to which they are presented. A number of requirements are presented to all entities of business activities, others - to a certain category of subjects. For example, the requirements for legal entities, individual entrepreneurs, financial and industrial groups differ.

Classify requirements can be based on the nature of the activity. Thus, specific requirements are presented in the implementation of banking, insurance, investment and other activities.

Selects the types of requirements can also be dependent on the implementation stage. The legislation provides for requirements at the stage of preparation for entrepreneurial activities. This is registered, obtaining a license, registration in state bodies and others. In the process of economic management, entrepreneurs must comply with the norms of environmental management, sanitation, standards and other product quality requirements, requirements for the formation of the cost of products, maintaining accountingRequirements fire safety et al. At the stage of implementation of the results it is necessary to fulfill financial obligations to the state through the payment of taxes and non-tax payments, submit accounting and statistical reports. Certain requirements are presented at the stages of the reorganization and liquidation of subjects.

Licensing essence

37. Entrepreneurship. Types of entrepreneurship. Economics of the organization. Basic provisions.

Entrepreneurship , Business is an initiative, independent, carried out on its own behalf, to its risk, under its property responsibility, the activities of citizens, individuals and legal entities aimed at systematic receipt of income, profits from the use of property, sales of goods, and the provision of services. Entrepreneurship is also aimed at improving the image, entrepreneur status (businessman).

Types of entrepreneurship - Types of entrepreneurial organization, depending on the form of property and business methods, for example, small business with private ownership of means of production or leased, joint entrepreneurship, Corporate entrepreneurship based on share capital.

Small business - entrepreneurial activity on a small scale; Under small businesses are subject to individuals engaged in entrepreneurship without the formation of a legal entity, as well as small commercial organizations.

Joint entrepreneurship - Common entrepreneurial activities of several partners, including partners of different countries.

The concept of "entrepreneurship": functions, methods, types and forms of implementation

Entrepreneurial activity is a fundamental institution of public relations, on the basis of which a market economy is functioning. Entrepreneurial relations are among the most ancient and sustainable relations in the history of human civilization, which have experienced almost all existing socio-economic formations. They almost always "rescued" any state and its economy during the years of social shocks and economic crises and stories, when the market, often engaging in a contradiction with the existing socio-economic or legal system, "punched" a way to itself, violating existing legal norms. By this he, he proved its economic, social and other advantages over other ways and forms of management.

Currently, in Russia, the fundamental federal laws are adopted, in a certain order, regulating entities of entrepreneurship. The most important of them is the Civil Code Russian Federationwhich describes the rules of behavior of entrepreneurial activities.

Understand e "Entrepreneurship". The normative definition is set out in paragraph L art. 2 of the Civil Code of the Russian Federation: "Entrepreneurial is an independent, carried out on its risk activities aimed at systematic profit from the use of property, selling goods, performing work or provision of services by persons registered in this quality in the manner prescribed by law." Entrepreneurial relations with their participants are carried out exclusively on a reimbursable basis (paid).

Fundamental features (criteria) reflecting the basic legal characteristics of the content of this activity.

Business activities

The purpose of this activity is to receive entrepreneurship arrived and not episodic6, random, and systematic. Purpose of its direct provision of specific material and spiritual needs of citizens, society or state, and a purely utilitarian, mercenary, but legalized - to make a profit. Subjects of entrepreneurial activity - also special - not any, but only entrepreneurs.

The desire to obtain a profit as the result of the realization of the objective of the named activity is a subjective manifestation of the will of the entity of entrepreneurship. It can be implemented with the mandatory presentation of the signs described in the definition (systematics, riskiness, a generalized list of activities, and the main obligation of the state registration status of the subjects of this activity).

Methods of implementation

Independence of entrepreneurship suggests in accordance with Art. 1 of paragraph 1 of the Civil Code of the Russian Federation the following rights of its subject, as a subject of civil law: 1), it is recognized as equal to other subjects (legal entities and individuals) in the exercise of civil rights; 2) his property is inviolable; 3) it is free to establish its civil rights and responsibilities based on a contract with other persons; 4) a direct ban is established (inadmissibility) of arbitrary interference of anyone in private affairs of any subject; 5) no one has the right to impede the person's license to the person; 6) if the rights of the person are violated, their violator is obliged to ensure their recovery; 7) Subject by the state guaranteed the judicial protection of any violated legal rights.

Civil law entities acquire and carry out their civil rights to their will (at will) and according to their interest (in order to obtain their own benefits). If they do not have any desire to acquire any civil rights, no one has the right to make them enter into relevant civil law relations. Therefore, their civil duties in relation to other entities may arise: 1) on the basis of an agreement, where the responsibilities of them are accepted voluntarily, as well as the relevant rights under the contract; 2) due to harm (property or non-property) to anyone.

However, the desire to engage in entrepreneurial activities has the opposite direction: depending on the huge number of a variety of conditions for the implementation of this activity, the expected result (profit) may

fIRST LOSS. The entrepreneur is not guaranteed by the obligation to obtain it - the state creates only legal guarantees of the possibilities of obtaining it subject to the implementation of the entities of entrepreneurship with legitimate actions. Free competition of economic entities on the market can change prices and other conditions for the implementation of goods and services to any side. Therefore, entrepreneurial activity is always at risk of non-treatment of the necessary results. If there is no risk of incompleteness in its implementation, this entrepreneurial activity is not, and its subject cannot be registered as an entrepreneur.

Types of business activities - this is multilateral compensated transactions (contracts) of the entrepreneur: 1) for the delivery of property in compensable use (lease); 2) sells specific goods (purchase and sale agreements); 3) to perform work for the customer with the transmission of its result (contract agreement); 4) to provide the customer of the services of activities, the useful result of which is consumed to them at the time of its provision (health care, education, storage, etc.). These types of activity are qualitatively diverse: on objects (results); According to methods and "technologies" of their implementation; At the prices paid by its customers and buyers. Activities that are not subject to signs of such activities are not entrepreneurial.

Forms of carrying out entrepreneurial activities. Its fundamental formal sign is the fact of state registration of the entity entity by inclusion in the Special State Register of this kind of subjects. However, this common sign for all entities of entrepreneurship has its differences (signs of more private order):

1) according to the subjects of this activity: Citizens - individual entrepreneurs without the formation of a legal entity (hereinafter referred to as IP), legal entities - commercial organizations;

2) on the empathy of participants (founders) of a commercial organization in the formation of property of the latter (obligatory rights - in economic societies and partnerships, the right of ownership - among state and municipal unitary enterprises);

3) according to the degree of civil liability of subjects Entrepreneurship for the results of their activities: limited liability in economic societies, state and municipal unitary enterprises; Additional (subsidiary) - in household partnerships full and comdant (on faith).

Economic essence of entrepreneurship

Economic processes in society are designed to solve a dual task: 1) to create material and intangible benefits (products and services) to meet the production and personal needs of society; 2) Receive the manufacturers of these goods a certain economic benefit (profit or income).

From the standpoint of satisfaction of the needs of society created in the process of economic management - this is the purpose of its life, and the activity for such creation itself is a means of achieving this goal. From the standpoint of the entity entrepreneurship, receiving profit or income from this activity is its goal, and the possibility of acquiring the product created by entrepreneurs by consumers is a means of achieving such a goal.

If the purchases of products and services are ready to acquire them in sufficient quantities, appropriate quality and at an affordable price, this is the main stimulus of entrepreneurial activities, subject to the profitability of the creation of products and services. But if some of these conditions does not really show (the demand for goods or services is low or due to the saturation of needs, or due to the poor quality of goods and services, or due to low solvent demand, or due to the high price and etc.) - the exchange between producers of goods and services and their consumers will not happen or will be economically unable to both parties.

Entrepreneur, planning the production of goods or services, risks to get the desired profit, or not the desired loss (profit with the "minus" sign). Many natural or random conditions affecting the final result of its economic activity, it is necessary to constantly take into account from the moment they adopt a decision on the creation of a specific type and volume of the product .. before receiving, ultimately, the result.

The profit of the entrepreneur is formed by subtracting from the revenue received from the sale of goods, works or services rendered costs to their creation and implementation. In accounting, these costs are called "cost" ("costs") of production and implementation. Specified as described in the form of a logical formula:

Revenue \u003d cost + profit.

Then the formula for profit will take the form:

Profit \u003d Revenue - Cost.

From here, the increase in the amount of profits received depends on the two conditions:

1) a higher price for implemented goods or services at unchanged cost;

2) reduce costs with unchanged revenue.

In the first case, the talent of the entrepreneur in profit is associated with its effective marketing activities, when he can predict the possible demand for specific goods or services, to determine the maximum possible amount of money revenue at the expense of prices for which they are ready to acquire real potential buyers (to identify the solvent Demand) and satisfy it in a timely manner.

In the second case, his talent consists in the ability to organize the process of production and sale of goods or services so that the specific costs of its resources (cost per unit cost) have become minimal (not to the detriment of the quality of goods or services produced). This is the subject of effective management - organizational and managerial internal activities of the entrepreneur. Those. His ability to turn irrational costs and any internal economic resources into specific useful results or at least prevent irrational costs at all.

The "highest pilot" to increase the profitability of entrepreneurship is the ability to connect these two conditions to one thing: when the profit grows at the same time and due to the high revenue from effective marketing, and through action from effective management. AT real life This combination is extremely rare. In the conditions of free competition in empty market "niches", competitors quickly rush, providing overflow of capital. And in a short time, the high prices of goods of previously high demand become low prices of high supply goods.

More often there is an alternation of these rates of profitability: finding an empty market niche, an entrepreneur, withdrawing "price cream", then tries to "squeeze" profit from it by saving at the cost of goods. Moreover, the frequency of alternation of these methods is not defined and not constant. As a rule, a modern entrepreneur most often holds the current level of profitability and is looking for infrequent possibilities for a short-term increase of it due to the joint action of these conditions.

Practical methods and "technologies" of the formation of profits to the subjects of Russian entrepreneurship. The current tax system of Russia establishes several such methods, which are based on the procedure for the distribution of revenue received (income).

Procedure for the distribution of revenue by a commercial organization

The "revenue of a commercial organization" on the basis of the activities of the entity of entrepreneurship is distributed in three stages.

1. Revenue - taxes from revenue (value added tax (VAT), excise taxes) - Taxes from individual tax objects (taxes described in Art. 13-15 of the Tax Code of the Russian Federation, except VAT, excise taxes, income tax issues and income tax Tax from individual entrepreneurs) - the cost (the costs included in it are described in Art. 252-269 ch. 25 of the Tax Code of the Russian Federation) \u003d Taxable (Balance) Profit.

2. Taxable profits - income tax (24 percent) \u003d retained (net) profit of the organization.

3. Retained earnings - profits remaining at the disposal of the organization (on its production, social and other purposes) \u003d profit, distributed among the founders (participants) or shareholders of the organization (dividends).

In Russian tax legislation, this form undergo certain modifications, so that it is simplified for entrepreneurship in the field of small businesses. In this area, with small economic circulation, small costs, a small number of employees, very complex accounting calculations are unprofitable. This leads to a coagulation of such activities, or, most often, to its "shadow turnover".

Entrepreneurship is an independent economic activity, aimed at systematic gains from the use of property and / or intangible assets, sales of goods, performing work or providing services by persons registered in this quality in the manner prescribed by law. Entrepreneurship, business is the most important attribute of a market economy that permeates all its institutions. Can be carried out by a legal entity or directly individual. In Russia, as in many countries, to conduct entrepreneurial activities to an individual is required to be registered as an individual entrepreneur.

1. Individual entrepreneurship: carried out in the form of entrepreneurship without the formation of a legal entity (including the peasant (farmer) farms).

2. Suspension entrepreneurship (partnership): a) economic partnerships: full, in faith (community, mixed) (full comrades and contributors); b) economic societies: a limited liability company, a company with additional responsibility (subsidiary) with its property In the same place for all the amount of deposit value; c) Production cooperatives.3. Corporate entrepreneurship: joint-stock companies; open societies; closed societies. The government entrepreneurship is carried out in the form of unitary enterprises (not endowed with the right of ownership): state (federal) are based on the right of operational management; Municipal - function on the right of economic management.

Partnership - This is an organizational form of entrepreneurship, when the organization of production activities and the formation of authorized capital is carried out by joint effort of two or more persons (physical and legal). Each of them has certain rights and is responsible depending on the share in the authorized capital and the place occupied in the management structure of such a partnership. Partnership on faith (Commandit Partnership) - Association, in which, along with participants who, on behalf of the Association, entrepreneurial activities and responsible for the obligations of the partnership with their property (full comrades, complementaries), there are one or more participants - depositors (commanders) who bear the risk of loss associated with With the activities of the partnership within the amounts of contributions made by them and do not participate in the implementation of entrepreneurial activities.

(LLC) is a commercial organization, the founder of which one or more individuals or legal entities are responsible for the obligations of the Company and the risk of losses within the contributions only by them. Joint-stock company - this is society, the authorized capital of which is divided into a certain number of shares; Participants of the joint-stock company (shareholders) do not respond to its obligations and carry the risk of losses associated with the activities of the Company within the value of the shares belonging to them. CLOSED JOINT-STOCK COMPANY - This is a society whose shares are distributed only among its founders (among a predetermined circle of persons). Public corporation - This is a joint-stock company whose participants can freely sell and buy social shares without the consent of other shareholders. Corporation - This is an organizational and legal form of a business, characterized and limited from specific persons who speak it. Unitary enterprise - This is a commercial organization that is not entitled to property assigned to it.

67. Firm as an organizational form of business activities. Business plan - the basis of the creation of the company.

The company is an organization that owns one or several enterprises and the use of economic resources for the production of goods and the provision of services in order to profit. Historically (in the civil law of the first half of the XX century) the term "firm" meant the name of the commercial partnership (society)

In the Marketing system firm, In force on the market, it is not considered in itself, but taking into account the entire set of relations and information flows that bind it to other market entities. Terms ambientin which the company is applied to call marketing environment firm The marketing environment of the company is composed of microcers and macros. Microsudes are represented by direct relationship to the company itself and its customer service capabilities, i.e. suppliers, marketing intermediaries, customers, competitors and contact audiences. Macrocredes is represented by the forces of wider social Planwhich affect the microenvironment (the factors of a demographic, economic, natural, technical, political and cultural nature). Thus, competitors are an important component marketing microceders Firms, excluding and studying which is impossible to develop an acceptable strategy and tactics of the functioning of the company in the market.

The presence of competing firms generates such a phenomenon in the economy as competition. From an economic point of view, competition is an economic process of interaction, the relationship of the struggle of producers and suppliers in the sale of products, rivalry between individual manufacturers or suppliers of goods and / or services for the most profitable terms production. From the point of view of marketing, the following aspects are important in this definition: first, we are talking about market competition, that is, the direct interaction of firms in the market. It concerns only the struggle that firms lead, promoting their goods and / or services to the market. Secondly, competition is conducted for a limited amount of solvent demand. It is the limitations of demand that makes the firms compete with each other. After all, if demand is satisfied with the goods and / or service of one company, then all the others automatically lose the opportunity to sell their products. And in those rare cases, when demand is almost unlimited, the relationship between firms offering the same type of products is often more like cooperation than competition. Thirdly, market competition is developing only on the available market segments. Therefore, one of the common techniques to which the firms are resorted to facilitate the pressure on the competitive press, consists in care to be inaccessible to other market segments.

Business Plan - Plan, Business Operations Program, Firm Action, containing information about the company, product, its production, sales markets, marketing, operations and their effectiveness

Depending on the specific nature and conditions of the upcoming activity - the volume of production, type of products (services), its novelty, etc. - The composition and structure of the business plan can differ significantly, but the meaningative side must be the same. As a rule, the business plan consists of the following sections: Product Description (Services), Competitor Evaluation, Marketing Strategy, Production Plan, Organizing, Financial Plan.

The business plan starts from the end, that is, with a summary. It, of course, should be prepared at the very end of work when all other sections are ready, and you, together with your employees and external consultants, have achieved complete clarity in all aspects of your project. Work on the summary is extremely important, since if it does not make a favorable impression on those who are attached to investments, then then they will not read your business plan to read and all the more funds will not give. The volume of the summary should not be more than four typewritten pages. Ready business plan for presentation to its future creditors or investors (including shareholders), you must constantly keep two questions in my head, which will be interested in them primarily: "What I get when successful implementation This business plan, and what is the risk of losing my money? " Product Description First section of any business plan - This is a description of the product (services) that the entrepreneur is going to produce or provide. This section needs to be answered by the following questions: 1. What needs is designed to satisfy your product (service)? 2. What useful effect can be obtained from your product (services)? 3. What is the difference between your product (service) from a competitor's product? Useful effect is that for which the goods are purchased. Distinctive features of goods - This is what makes it possible to get a useful effect. Two elements - the consumer properties of goods and the price - are defining for the buyer when making purchases and the main components of the competitiveness of the goods reflecting his difference from the product-competitor. In the end, people tend to buy what they like, and not what they offer. It always needs to be remembered by the manufacturer of goods (services). Very important and very often absorbed from sight of the moment - this is a visual image of the goods: or copy of the product of your production, or evidence of at least one customer who has fully arranged services provided by you

In the same section, the main qualities of your product (services) should be described, its appearance, if necessary - and packaging, and service. At this stage, it is advisable to estimate the price of goods and the costs that will need to be implemented in its manufacture, which will determine the intended profit, and therefore your chances of success or failure.

Organizational and legal forms of entrepreneurial activity

The purpose of our site is help in preparing for the social science exam.

Plan of a detailed answer on the topic "Organizational and legal forms of entrepreneurial activity"

1. What is entrepreneurial activity?

2. What are the "organizational and legal forms of entrepreneurial activity":

a) what is "individual entrepreneurship";

b) What is "collective entrepreneurship".

3. What are the types of "collective entrepreneurship":

a) what is "economic partnerships";

b) what is " Household societies".

4. What are the types of "economic partnerships":

b) on faith (commandit).

5. What are the types of "economic societies":

a) a limited liability company;

b) joint stock company.

6. The role of entrepreneurship in the economic life of society.

Plan

Organizational and legal forms of entrepreneurship in Russia

Inflation, its causes, types, consequences

Terminology Dictionary: Promotion Ordinary and privileged, interchangeable goods, physical wear, taxes indirect, restitution, market economy, Treasury, Cessia

Task. Vympel JSC took 300 thousand dollars. For 3 months under 30% per annum. The percentage is paid forward. How much will the Vympel JSC get

Organizational and legal forms of entrepreneurial activity in Russia

Classification of companies

In countries with developed market economies, there are various types and types of companies reflecting various forms and ways to attract and use capital, entrepreneurial activities. All this variety is customary to classify for a number of signs:

views economic activity;

property forms;

quantitative criterion;

from the point of view of the value and territorial placement.

In addition, one of the most important classification features is the organizational and legal form of companies. The overall view of the diversity of companies and their classification can be obtained from table 1.

Table 1. Classification of companies

Classification sign	Views firms (their products)
I. Type of activity	Production of personal and industrial goods Production services Research Household services Transportation of goods and population Trade (wholesale, retail) Communication services Financial and credit services Intermediary and other services
II. Forms of ownership	1. State Municipal Property of public associations (organizations) Other forms of ownership
III. Dimensions
IV. Level of regulation of activities	1. Objects of federal significance 2. Regional objects Local objects
V. Organizational and legal forms

In addition to these, there are a lot of other classification signs of companies. However, already given data is enough to compile an idea of \u200b\u200bthe scale, quantity and diversity of existing companies.

Organizational and legal forms of entrepreneurial structures operating in Russia are established by the Civil Code of the Russian Federation, Part I (M., 1998).

Currently, the Civil Code of the Russian Federation consolidates the right to the existence of various organizational and legal forms of commercial organizations with the rights of legal entities (Article 50).

Organizational and legal forms of commercial organizations in the Russian Federation

Let us consider in more detail the main organizational and legal forms of entrepreneurial structures.

Economic partnerships and society

Economic partnerships and societies recognize commercial organizations with divided into share (contributions) of the founders (participants) by authorized capital. Divided into partnerships and society. Partnerships, in turn, are divided into full and partnerships on faith. Economic Societies are subdivided by: Limited Liability Companies, Companies with additional responsibility and joint-stock companies (open and closed).

2. Organizational and legal forms of enterprises. 2. 1. Economic partnerships and society. 2. 2. Production cooperatives. 2. 3. State and municipal unitary enterprises

1. The concept of PD. Entrepreneurial activity is activities for the production of goods and the provision of services that must bring profit to the enterprise.

The legal entity is an organization that owns, economic management separate property and is responsible for its responsibilities.

According to the form of property, enterprises are divided into: private, which can exist either as completely independent, independent firms, or in the form of associations and their components.

State-capital and management fully belong to the state (including municipal) or the state has a majority of capital.

2. Organizational onpass forms of entrepreneurial activities legal status In Russia, there are distinguished: - economic partnerships and societies (the most common types of enterprises);

2. 1. Economic partnerships and society. The full partnership is an enterprise, whose participants (full comrades) in accordance with the contract concluded between them are engaged in entrepreneurial activities

On behalf of the partnership and carry solidarity responsibility for its obligations to all owned property.

Full partnerships are distributed in agriculture and service sector; These are small in size of the enterprise and their activities are fairly simple.

Partnership for faith (comdant partnership). In it, along with participants who are involved in the name of the partnership, entrepreneurial activities and responsible for the obligations of the partnership with their property (full comrades), there are one or more participants in the components (criminates),

which are responsible for the work of the partnership, within the amount of deposits made by them and do not participate in the implementation of entrepreneurial activities.

This form is characteristic of more large enterprises Due to the possibility of attracting significant financial resources through the actual unlimited number of criminates.

Limited Liability Company (LLC) - a society established by one or several persons, the authorized capital of which is consisted of contributions made by participants.

The Company's participants do not respond to its obligations and carry the risk of losses associated with the activities of the Company within the cost of contributions.

The advantages of partnerships are as follows: they are easy to organize; good economic, material, labor, enterprise financial capabilities; the possibility of a higher specialization of partnership participants;

Disadvantages: Invoice is possible in the interests of either the inconsistency of the policies of the partnerships, which can lead to losses or bankruptcy of the firm;

Participants in the joint-stock company (shareholders) do not respond to its obligations and carry the risk of losses related to the activities of the Company, within the value of the shares belonging to them.

a) Open Joint-Stock Company (OJSC) - society whose participants can alienate the shares belonging to them without the consent of other shareholders.

Such an AO can hold an open subscription to the promotions produced by him and their free sale. OJSC is obliged to publish annually for universal information Annual report, balance sheet, profit and loss account.

b) CLOSED JOINT-STOCK COMPANY (CJSC) - society, whose shares are distributed only among its founders or another predetermined circle of persons.

The constituent document of the joint stock company is its charter. The highest governing body of the joint stock company is the general meeting of shareholders

The meeting of shareholders may appoint the Board of Directors with his chairman in the case when the total number of shareholders exceeds 50 people.

The advantages of AO exists the right to free transfer and sale of shares, which ensures the existence of the company, regardless of changes in the composition of the joint stock company;

Disadvantages: There are some difficulties in the opening of JSC (registration of the Charter's issue of shares); There are favorable opportunities for financial abuse;

This form is distributed among sufficiently large enterprises, which there is a great need for significant financial resources.

Economic Partnership (Partnership) Partnership should provide the possibility of implementing key internationally recognized requirements for project companies in the field of venture (innovative) business

The partnership is based on the principle of freedom of the contract, enshrined at the level of the law. Chief Partnership Document - Management Agreement. Partners are given the opportunity to negotiate on a wide range of issues, which is difficult within the framework of LLC and CJSC.

Advantages of partnerships: 1. Flexible regulation of the mandatory phased finish-singing project. High-tech and high-tech projects, suggest a gradual contribution to participants project Company In its authorized capital as the business achieves the planned economic indicators.

As part of the LLC and CJSC, such agreements are possible, but in practice, their implementation faces significant difficulties.

2. Flexible structure of governing bodies. The partnership must necessarily have a head (director), and the remaining bodies (their powers) are determined by partners.

3. The possibility of participation in the agreement on the management of third parties, for example, lenders (to increase the attractive partnership for banks), employees (for motivation through managerial options).

4. The possibility of disproportionate distribution of votes and profits, taking into account that innovative technology can be more valuable contribution to share capital.

5. The admissibility of restricting competition against partners and partnership managers, which is essential, since it is their knowledge and skills often play a decisive role for business. The prohibition of competition within the Ltd. and CJSC is impossible.

6. The ability to resolve corporate conflicts. Corporate conflicts - Achilles of the Fifth of Russian Law, the effective mechanisms of their permission in the contract are not provided for LLC and CJSC. In partnership this issue It can be resolved at the level of management agreement.

7. Protection of intellectual rights from creditors. Partners are granted the right to repay the debts of the partnership in order to prevent the recovery of creditors to such rights.

8. The possibility of violating the management agreement to require not only the payment of the fine, but also the real performance of duties. In LLC and CJSC, in case of violation of the corporate agreement, it is possible to require only the payment of the fine, which significantly reduces their attractiveness for the business.

2. 2. Production cooperative (Artel) - voluntary association of citizens based on membership for joint activities (legal entities can participate).

The property that is owned by the industrial cooperative is divided into parts (PAI) of its members in accordance with the charter of this enterprise.

2. 3. Unitary enterprise - a commercial organization that is not entitled to ownership of property assigned to it.

The property of the unitary enterprise is indivisible and cannot be distributed in deposits (shares, shares), including the employees of the enterprise.

Only state and municipal enterprises can be created in this form. They manage, but do not speak the state (municipal) property enshrined behind them.

carrying out entrepreneurial activities without the formation of a legal entity, and his head is recognized by the entrepreneur from state registration Enterprises.

Disadvantages: - limited financial resources; - Supply difficulties; - difficulties with licensing during registration;

Motor transport and auto repair enterprises can carry out their activities in the form of a joint stock company, a limited liability company, an individual private enterprise (service station)