LECTURE No. 8. Commercial organizations. Non-Profit Organizations

1. Commercial organizations

According to the Civil Code of the Russian Federation, all legal entities are divided into commercial and non-commercial. Commercial legal entities have as the main goal of their activities the extraction of profit. Non-commercial legal entities do not have the main goal of making profit and do not distribute it among the participants.

Commercial legal entities by civil law include:

1) general partnerships;

2) limited partnerships (limited partnerships);

3) limited liability companies;

4) additional liability companies;

5) joint-stock companies;

6) production cooperatives;

7) state and municipal unitary enterprises.

A general partnership is created by the participants on the basis of a memorandum of association. General partners carry out entrepreneurial activities on behalf of the partnership and bear joint and several full liability for its debts with all their property. The procedure for managing a partnership is determined by agreement of the private owners (partners). Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants.

In a limited partnership, general partners are liable for the obligations of the partnership with their property and participate in the entrepreneurial activities of the partnership. Along with general partners, a limited partnership has one or more contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of the partnership. You can be a general partner only in one general partnership or only in one limited partnership. The management of the activities of a limited partnership is carried out by general partners according to the rules of management in a general partnership.

A limited liability company (LLC) is the most common type of commercial organization. A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants of a limited liability company distribute profit among themselves in proportion to the shares contributed to the authorized capital. Members of an LLC are not liable for the obligations of the Company. The property liability of an LLC is limited by the size of the authorized capital. The supreme body of a limited liability company is the general meeting of its members.

Additional Liability Company (ALC) - a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The liability of an ALC is higher than that of an LLC. For the obligations of the ALC, not only the company itself is liable in the amount of the authorized capital, but also the participants - with their property in the same multiple for all of the value of their contributions.

A joint-stock company (JSC) is a legal entity whose authorized capital is divided into a certain number of shares of equal value, certifying the obligations of the company's participants in relation to the company. A joint-stock company owns separate property, which is recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, be a plaintiff and defendant in court. The supreme governing body of a joint-stock company is the general meeting of shareholders. The JSC participant has the number of votes at the meeting of shareholders in proportion to the number of shares held. Profit is also distributed among the shareholders in proportion to the number of shares. There are two types of joint-stock companies: open (JSC) and closed (CJSC). In an OJSC, shares can be freely sold to participants to each other or to other persons. In a CJSC, shares cannot be sold without the consent of other shareholders, and shares are distributed only among its founders or other predetermined circle of persons. Joint-stock companies whose founders are, in cases established by federal laws, the Russian Federation, a constituent entity of the Russian Federation or a municipality, can only be open. In a company with more than 50 shareholders, a board of directors (supervisory board) is created.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for the implementation of joint production or other economic activities based on the personal participation of its members and the association of property shares by its members. Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives. The property owned by the production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The cooperative is not entitled to issue shares. A member of a cooperative has one vote in decision-making by the supreme governing body - the general meeting of members of the cooperative.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. The property of a state or municipal unitary enterprise (SUE and MUP) is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management. The management body of a unitary enterprise is the head, who is appointed by the owner of the property or a body authorized by the owner and is accountable to him. A unitary enterprise is liable for its obligations with all its property. A unitary enterprise shall not be liable for the obligations of the owner of its property.

2. Non-profit organizations

Non-profit organizations are called organizations that do not have as their main goal the extraction of profit and do not distribute it among the participants. They are subjects of commercial law because they can engage in trading activities to achieve their statutory objectives without the purpose of making a profit. Non-commercial legal entities include:

1) consumer cooperatives;

2) public and religious organizations (associations);

3) funds;

4) institutions;

5) associations of legal entities (associations and unions).

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property shares by its members. Income received by a consumer cooperative from entrepreneurial activities carried out by the cooperative is distributed among its members. Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Fund - a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the Foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

Institutions-organizations created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Associations and unions - associations of commercial and other organizations for the purpose of coordinating their entrepreneurial activities, as well as representing and protecting common property interests. The association (union) is not responsible for the obligations of its members. Members of an association (union) bear subsidiary liability for its obligations in the amount and in the manner prescribed by the association's founding documents.

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