Types of legal entities
Differentiation of legal entities into species is possible on different grounds.
1. The most common is the division of legal entities for the main purpose of their activities. According to this criterion, legal entities are subdivided into commercial and non-profit organizations.
Commercial organizations pursue the extraction of profits as the main goal of their activities. In other words, according to this criterion, commercial organizations are purely entrepreneurial structures. These include two types of economic partnerships - a general partnership and partnership on faith (limited partnership) and three types of business entities - a limited or additional liability company and a joint-stock company. The latter has three varieties: closed, open joint-stock companies and the joint-stock company of workers (people's enterprise). Also commercial organizations are production cooperatives, state and municipal unitary enterprises.
Non-profit organizations are legal entities that do not pursue profit extraction as the main objective of their activity and do not distribute the profit among the participants. Usually they do not engage in entrepreneurial activities. Non-profit organizations can carry out entrepreneurial activity only in so far as it serves the achievement of the purposes for which they were created and corresponding to these goals. Legal entities that are not-for-profit organizations can be created in the form of consumer cooperatives, public or religious organizations (associations) financed by the owner of institutions, charitable and other funds, as well as in other forms provided for by law. Civil law allows the association of commercial and (or) non-profit organizations in unions and associations.
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In detail, individual types of both commercial and non-profit organizations will be discussed below.
2. Another division of legal entities into species is connected with the obligatory or proprietary customs which the founders (participants) can have with respect to the legal persons themselves or their property. According to this criterion, in accordance with clauses 2 and 3 of Art. 48 ГК distinguish:
1) legal entities in respect of which their participants have obligations, - economic partnerships and companies, production and consumer cooperatives;
2) legal entities on whose property their founders have the right of ownership or other proprietary right - state and municipal unitary enterprises, as well as institutions;3) legal entities in respect of which their founders (participants) do not have property rights - public and religious organizations, their associations, charitable and other funds, associations of legal entities (associations and unions).
3. Finally, , one more criterion of differentiation of legal entities is their non-standard names , that do not coincide with the names of their organizational and legal forms.
These legal entities differ in the order of their formation, the legal regime of property and the composition of the founders (participants). These are commercial structures, such as state, small, medium and microenterprises, enterprises (commercial organizations) with foreign investments, as well as national enterprises.
Government enterprise - is a unitary enterprise created on the basis of state or municipal property on the right of operational management in accordance with the Civil Code and in accordance with the procedure provided for by Federal Law of 14.11.2002 No. 161-FZ "On State and Municipal Unitary Enterprises"; (hereinafter - the Unitary Enterprises Act).
According to Art. 115 GK the constituent document of the state enterprise is its charter approved by the authorized state body or local government body. According to Art. 4 of the Law on Unitary Enterprises, the full company name of a public enterprise in Russian should contain the words "federal government enterprise", "state enterprise" or & quot; Municipal Public Enterprise & quot; and an indication of the owner of his property - the Russian Federation, a US entity or a municipal entity.
The peculiarities of the state enterprise, in particular, are:
1) the independent sale of products produced by such enterprise (work, services), unless otherwise established by federal laws or other normative legal acts of the Russian Federation:2) the disposal of property assigned to the enterprise, including with the consent of the owner of such property, only within the limits not depriving the state enterprise of the opportunity to carry out activities the object and purpose of which are defined by its charter;
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3) the performance of its activities in strict accordance with the estimates of revenues and expenditures approved by the owner of the property of the state enterprise;
4) The absence of the statutory fund (the statutory fund does not form the statutory fund determining the minimum amount of the property of the enterprise that guarantees the interests of its creditors).
The federal government enterprise is established by a decision of the US Government. The public enterprise of the US entity is established by a decision of the state body of the United States entity, which, in accordance with the acts defining the status of this body, is given the right to adopt such a decision. The municipal government enterprise is established by a decision of the local government, which, in accordance with the acts determining the status of this body, is given the right to adopt such a decision. At the same time, the Russian Federation, US entities or municipal entities bear subsidiary responsibility for the obligations of their state-owned enterprises in case of insufficiency of their property (Article 7 of the Unitary Enterprises Act).
Please note that Federal Law No. 209-FZ of July 24, 2007 "On the Development of Small and Medium-Sized Enterprises in the Russian Federation" (hereinafter - the Law on the Development of Entrepreneurship), along with the category "small enterprise" established two more categories - a microenterprise and an average enterprise - and regulated their qualifying characteristics, as well as the forms, conditions and procedures for their state support.
So, in accordance with Art. 4 of the named Law subjects of small and medium-sized business are consumer cooperatives and commercial organizations entered into the Unified State Register of Legal Entities (except for state and municipal unitary enterprises), as well as individuals entered in the unified state the Register of Individual Entrepreneurs (EGRIP) and carrying out entrepreneurial activities without the formation of a legal entity (individual entrepreneurs), and peasant (farming) facilities, corresponding to the following conditions :
1) for legal entities - the aggregate share of the participation of the Russian Federation, US subjects, municipal entities, foreign legal entities, public and religious organizations (associations), charitable and other funds in the authorized (share) capital (share fund) of the said legal entities should not exceed 25% (with the exception of the assets of joint-stock investment funds and closed-end mutual funds), the share of participation belonging to one or several legal entities that are not small and medium prinimatelstva should not exceed 25%. The last restriction does not apply to economic societies, economic partnerships whose activity consists in the practical application (implementation) of the results of intellectual activity (programs for electronic computers, databases, inventions, utility models, industrial designs, selection achievements, topographies of integrated microcircuits, secrets of production (know-how), exclusive rights to which belong to the founders (participants) of such economic companies, the owner partnerships - budgetary, autonomous scientific institutions or budget institutions, autonomous institutions, educational institutions of higher education, as well as legal entities whose founders (participants) are legal entities included in the list of legal entities that provide state support for innovation activities in the US government approved forms established by the Federal Law of 23.08.1996 No. 127-FZ "On Science and State Science and Technology Policy". Legal entities are included in the specified list in the manner established by the US Government, subject to compliance with one of the following criteria:
a) legal entities are public joint-stock companies with at least 15% of shares owned by the Russian Federation or business companies in which these open joint-stock companies have the right directly and (or) indirectly to dispose of more than 50% of the votes attributable to them to the voting shares (stakes) constituting the authorized capitals of such economic entities, or have the opportunity to appoint a sole executive body and (or) more than half of the composition of the collegial executive body, and also possible to determine the election of more than half of the composition of the board of directors (supervisory board);
b) Legal entities are state corporations established in accordance with the Federal Law of 12.01.1996 No. 7-FZ "On Non-Profit Organizations";
2) the average number of employees for the preceding calendar year should not exceed the following limit values of the average number of employees for each category of small and medium-sized businesses:
a) from 101 to 250 people inclusive for medium-sized enterprises;
b) up to 100 people inclusive for small businesses; microenterprises are allocated among small enterprises - up to 15 people;3) the proceeds from the sale of goods (works, services) excluding value-added tax or book value of assets (the residual value of fixed assets and intangible assets) for the previous calendar year should not exceed the limits set by the US Government for each category of entities small and medium-sized businesses. The average number of employees of a microenterprise, a small or medium enterprise for a calendar year is determined by taking into account all of its employees, including employees who work under civil law contracts or concurrently with actual hours worked, employees of representative offices, branches and other separate subdivisions of the said microenterprise, small enterprise or medium enterprise.
In order to implement the state policy in the development of small and medium-sized business in the Russian Federation, the Law on the Development of Entrepreneurship and other normative legal acts of the USA with regard to small and medium-sized enterprises establishes the following measures:
• special tax regimes, simplified rules for maintaining tax records, simplified forms of tax returns for individual taxes and fees for small businesses;
• Simplified methods of accounting, including simplified accounting (financial) reporting, and simplified procedures for conducting cash transactions for small businesses;
• simplified procedure for compiling statistical reports by small and medium-sized businesses;
• preferential payment procedure for state and municipal property privatized by small and medium-sized enterprises;
• features of participation of small business entities as suppliers (executors, contractors) for the purpose of placing orders for the supply of goods, performing works, rendering services for state and municipal needs;
• measures to ensure the rights and legitimate interests of small and medium-sized businesses in the implementation of state control (supervision);
• measures to ensure financial support for small and medium-sized businesses;
• Measures to develop infrastructure for supporting small and medium-sized businesses;
• Other measures aimed at ensuring the implementation of the goals and principles of the Law on the Development of Entrepreneurship.
A commercial organization (enterprise) with foreign investment - is a Russian commercial organization with at least one foreign investor. The status of such organizations is determined by the Federal Law of 09.07.1999 No. 160-FZ "On Foreign Investments in the Russian Federation" (hereinafter - the Law on Foreign Investments in the Russian Federation).
Foreign investor - is a foreign legal entity whose civil capacity is determined in accordance with the laws of the state in which it is established and which, in accordance with the legislation of that state, investment in the territory of the Russian Federation; a foreign organization that is not a legal entity whose civil legal capacity is determined in accordance with the legislation of the state in which it is established and which, in accordance with the legislation of that state, has the right to invest in the territory of the Russian Federation; a foreign citizen whose civil capacity and legal capacity are determined in accordance with the legislation of the state of his citizenship and who, in accordance with the legislation of that state, has the right to invest in the territory of the Russian Federation; a stateless person who permanently resides outside the Russian Federation whose civil capacity and legal capacity are determined in accordance with the legislation of the state of his permanent residence and which, in accordance with the legislation of that state, have the right to invest in the territory of the Russian Federation; an international organization that has the right, in accordance with the international treaty of the United States, to invest in the territory of the Russian Federation; foreign states in accordance with the procedure determined by federal laws.
Foreign investments - are investments of foreign capital into the object of entrepreneurial activity in the United States in the form of objects of civil rights belonging to a foreign investor, if such objects are not withdrawn from circulation or are not limited in turnover in the Russian Federation in compliance with federal laws, including money, securities (in foreign currency and RF currency), other property, property rights having monetary value, exclusive rights to the results of intellectual activity (intellectually property) as well as services and information.
The law on foreign investment in the US provides for certain features of commercial organizations (enterprises) with foreign investment. Thus, in particular, a foreign investor has the right to recover damages caused to him as a result of illegal actions (inaction) of state bodies, local governments or officials of these bodies, in accordance with US civil legislation. A foreign investor, by virtue of a contract, has the right to transfer its rights (concede claims) and obligations (transfer a debt), but on the basis of a law or a court decision it is obliged to transfer its rights (concede claims) and obligations (transfer a debt) to another person in accordance with US civil law. The property of a foreign investor or a commercial organization with foreign investments is not subject to compulsory withdrawal, including nationalization, requisition, except in cases and on grounds established by federal law or an international treaty of the United States.
The dispute of a foreign investor arising in connection with the implementation of investments and entrepreneurial activities in the territory of the United States is permitted in accordance with international treaties of the United States and federal laws in court or arbitration court or in international arbitration (arbitration).
The People's Enterprise - is a closed joint-stock company with a limit on the number of shares per shareholder with dividend payments in proportion to the amount of labor invested. The specifics of such enterprises, along with Federal Law No. 208-FZ of December 26, 1995, "On Joint Stock Companies" Regulates the Federal Law of 19.07.1998 No. 115-FZ "On the peculiarities of the legal status of joint-stock companies of workers (people's enterprises)". Features of this type of commercial organization will be described in more detail later, when describing the types of joint-stock companies.
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