Legal foundations of entrepreneurial activity "(Grade 11). Social science lesson on the topic" Legal foundations of entrepreneurial activity Lesson plan outline of the legal foundations of entrepreneurial activity
Lesson #10
Target: find out what entrepreneurship is, what are its types, what are entrepreneurial legal relations and what are their sources;
During the classes
I. Org. moment
1. Frontal survey on questions 1-6 on questions to§4.
Taxes paid by firms:
straight (income tax\u003d 35% of gross profit - the difference between all income and expenses; income of banks, insurance companies, stock exchanges, those involved in intermediary activities = 43%, gambling business = 90%; they do not pay tax on that part of the profit that is used for investments in the development of production, for scientific research, and charity; producers do not pay tax)
indirect:
VAT(introduced in the 1960s, in Russia - since 1992, gives 1/3 of the federal budget. The increase in the cost of goods is taxed at all stages of its production and as the goods move to the consumer). VAT = 18%, for goods for children and essential goods -10%.
Contributions to various funds (pension, social insurance, CHI) are also a kind of tax.
High tax rates reduce business activity and work motivation.
Problem solving
No. 3 Calculation of the amount of costs
permanent
Amount (thousand rubles)
variables
Amount (thousand rubles)
Training and retraining of personnel
Property insurance
Salary of workers
Transport services
№4Profitability = profit / costs = 100 million rubles / 60 million rubles \u003d 1,666,667 rubles.
III. Learning new material:
1. Teacher's story
BUSINESS(English business), - activity, business, occupation, generating income.
Entrepreneurship.(entrepreneurial activity) - initiative, independent activity of citizens without forming a legal entity, aimed at making a profit or personal income, carried out on their own behalf, at their own risk and under their own property responsibility or on behalf of someone and under someone else's property responsibility. An attempt to create, invent something new or improve an existing one.
Individual entrepreneurship- a form of enterprise in which an individual has the right to carry out entrepreneurial activities. This form is characterized by the fact that the entrepreneur is engaged in commercial activities without registering a legal entity, carries out all the work independently and does not have the right to hire employees. Individual entrepreneurship is carried out on the basis of the entrepreneur's own property and funds. The Civil Code of the Russian Federation provides two types of activity – personal entrepreneurship when the business is run by one citizen, and a joint in which activities are carried out by several individual entrepreneurs together. Joint sole proprietorship: family business or simple partnership based on a joint economic activity agreement. This organizational and legal form has certain advantages and disadvantages. The first include a simplified regime for obtaining a permit to conduct commercial activities, since from the moment of state registration, a citizen has the right to engage in his own business, while not forming a legal entity (IPBOYuL). The undoubted advantage of this form is the simplified taxation system - the so-called single tax. That is, the entrepreneur pays monthly a strictly fixed amount of tax, which is regulated by the Tax Code of the Russian Federation. Disadvantages include limited lending, Besides In addition, an individual entrepreneur is liable with all his property, even personal.
2.Working with text: What is a business relationship? Business legal relations- public relations in the field of entrepreneurial activity, related non-commercial relations according to the state. regulation of the economy. What are the sources of business law? Constitution of the Russian Federation (Article 43) Civil Code of the Russian Federation Tax Code of the Russian Federation Budgetary Code of the Russian Federation Code of Administrative Offenses RF laws “On the state. registration of legal entities and individual entrepreneurs”. “On Licensing Certain Types of Activities”, “On JSC”, “On the Prize. Cooperatives”, “On financial and industrial groups”……. + laws aimed at protecting competition – see p. 36). Subjects of business legal relations- private entrepreneurs of legal relations. Entrepreneurial activities can be carried out by legal entities - firms (enterprises)- independent economic entities created (established) in accordance with the current legislation for the production of products, performance of work or provision of services in order to meet public needs and make a profit.
After state registration and recognition of a legal entity, the company has the following features: has separate property in its ownership, economic management and operational management; is liable with his property for the obligations that arise in his relations with
creditors;
has the right to conclude all types of civil law contracts with legal entities and individuals
has the right to be a plaintiff and a defendant in court; has an independent balance sheet and timely submits the established state
reporting authorities;
has its own name, containing an indication of its organizational and legal form.
3. Working with the scheme
Organizational and legal forms of commercial enterprises: business partnerships and companies, production cooperatives, state and municipal unitary enterprises. Business partnerships and companies- These are commercial organizations with an authorized capital divided into shares (contributions) of its participants.
General partnership - this is a commercial organization, the participants of which, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and are liable for its obligations with their property, i.e. unlimited liability applies to the participants of a general partnership. A participant in a full partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal footing with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. Thatpartnership on faith (limited partnership) - is a commercial organization in which, along with the participants engaged in entrepreneurial activities on behalf of the partnership and liable for the circumstances of the partnership with their property, there are participants-contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership activities. Limited partners do not have the right to participate in managing the affairs of the partnership. Number of participants should not be less than 2. Contributors- citizens, legal entities, institutions. Ltd- this is such a structure, the founders of which form a business company with capital divided into certain shares and are liable only within the limits of the amounts that they contributed to the authorized capital. This company may be established by one or more persons.
ODO - a company whose members bear subsidiary liability for the obligations of the company in the same multiple for all of the value of their contributions. In the event that these amounts are not enough to cover losses, they are liable with their own property in the same amount for all, a multiple of their contributions to the authorized capital. Members of LLCs and ALCs make decisions related to the management of the company and receive income in proportion to their contributions to the authorized capital of the enterprise.
The shares of all participants in a business partnership or company are proportional to their contributions to the authorized capital of the organization. It should not be understood as a contribution only cash, a participant can invest in a business, for example, shares and securities, equipment, real estate, rights of use.
Joint Stock Company (JSC) - a company whose authorized capital is divided into a certain number of shares. Members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. JSC, whose members can freely sell their shares without the consent of other shareholders, is recognized open joint stock company (OJSC). It has the right to conduct an open subscription to the shares issued by them and their free sale on the terms established by law. A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed joint stock company (CJSC). Benefits Joint-stock companies are financial mobility, that is, the ability to sell shares and invest the funds received in the development of the business or its specific direction, limiting the liability of shareholders allows you to involve more participants in the business. Flaws: difficulties with registration and registration of joint-stock companies, the issuance of shares is also associated with various difficulties, when paying dividends on shares, double taxation arises, that is, the first time the dividend is taxed as the profit of the enterprise, and the second time - as the profit of a particular person - the shareholder. Documents on which they operate economic partnerships and companies are the memorandum of association and charter. JSCs operate on the basis charter, Ltd and ODO- based memorandum of association and articles of association, a partnerships- only foundation agreement.
cooperative- voluntary association of citizens for joint production or other economic activities based on their personal labor or other participation. the circle of participants in a cooperative may also include those who work in them under labor contracts, individual legal entities. Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property fund of the cooperative consists of monetary and material contributions of its members, products produced by it, as well as income received from economic activities. The disadvantage of this type of enterprise is financial instability and limited resources, self-sufficiency (its activity depends on the coordinated work of all its members).
unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares), including between employees of the enterprise.
IV . D/Z.§5 to p. 50, questions 1-3, ASSIGNMENT 4
Lesson #11 Theme "Legal foundations of entrepreneurial activity"
Target: consolidate concepts to find out on the topic studied,
To develop the skills of transformative activity of the student;
Contribute to the improvement of the economic and legal culture of students.
During the classes
I. Org. moment
II. Repetition of the studied material
1. Introductory speech of the teacher
2. Independent work with the textbook, drawing up a table (30 min)
Organizational and legal forms of entrepreneurial activity
Organizational and legal form
Members
Constituent
documentation
A responsibility
Economic partnership
At least 2.
Constituent
Divided into
shares (deposits)
its members
Unlimited Liability
Individual entrepreneurs and commercial organizations
There is no minimum capital requirement
Joint responsibility. A participant who is not its founder is liable on an equal footing with the founders for obligations that arose before his entry into the partnership. The person who left the partnership is liable for the obligations that arose before the moment of his retirement within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.
Incomplete (limited partnership, limited partnership)
Contributors(kommandists) - citizens, legal entities, institutions
Participants-depositors (limited partners) bear the risk of losses within the limits of their contributions
business companies
citizens and legal entities (from 1 to 50)
Memorandum and Articles of Association
Divided into shares (contributions) of its participants. The contribution can be money, securities, material assets
Unlimited and limited liability
Authorized capital of at least 100 minimum wages
Only within the limits of the amounts that were contributed by the founders to the statutory fund.
Subsidiary liability for the obligations of the company in the same for all multiples of the value of contributions. If these amounts are not enough to cover the losses, the founders are liable with their own property in the same amount for all, a multiple of their contributions to the authorized capital.
Citizens and legal entities
Divided into a certain number of shares
Members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of their shares.
Production cooperative
Individuals and legal entities
Monetary and material contributions of members of the cooperative, the cost of their products, income received from economic activities
subsidiary liability.
unitary enterprise
State and municipalities
The property is indivisible and cannot be distributed by contribution (shares, shares) between employees, sold or leased
Founders are liable
III. Consolidation of the studied material:
Introduction
Organizational and legal forms of entrepreneurial activity. Obligations in entrepreneurial activity. State control over the implementation of entrepreneurial activity.
Lecture #14
Module 8. Business law. Protection of state and commercial secrets.
Economic entities include legal entities, as well as individuals engaged in entrepreneurial activities without forming a legal entity.
All legal entities in accordance with the Civil Code of the Russian Federation are divided into two types: commercial and non-profit organizations. Organizations that pursue profit as the main goal of their activities (commercial organizations) and do not have profit as such a goal and do not distribute the profits among participants (non-profit organizations).
Commercial organizations can be created in various organizational and legal forms, namely: business partnerships, business companies, production cooperatives, state and municipal unitary enterprises.
Non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations (associations), charitable and other foundations, as well as in other forms provided by law.
Non-commercial organizations can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which they were created, and corresponding to these goals.
It is allowed to create associations of commercial and (or) non-commercial organizations in the form of associations and unions.
Individual entrepreneurs and peasant (farm) enterprises are individuals engaged in entrepreneurial activities without forming a legal entity.
- Organizational and legal forms of entrepreneurial activity.
- Obligations in entrepreneurial activity.
- State control over the implementation of entrepreneurial activity.
1.1. Individual entrepreneurship
Sole proprietorship is the simplest and oldest type of entrepreneurship. In this case, all funds are owned by one owner. He independently decides what, for whom and how to produce; solely manages the proceeds received and bears unlimited liability for the results of its activities. In the case of a debt, for example, an entrepreneur pays with his property. Such a prospect is quite real, because, as statistics show, every year no less individual entrepreneurs go bankrupt than new ones are registered.
An individual entrepreneur usually works on his own, but has the right to hire additional workers, concluding an agreement with each of them.
Despite the many stories about the millions acquired by hard work and ingenuity, not all individual entrepreneurs manage to seriously expand their business. Growth opportunities are limited by the owner's personal funds and the small loans that he can get from the bank. It also affects the fact that an 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 also has certain advantages, consisting in the minimum regulation of activities, mobility, material interest, etc. In world practice, this form of business is typical for small shops, service enterprises, farms, professional activities of lawyers, doctors and teachers.
An entrepreneur who has sufficient resources to create a business, is inclined to single-handedly control the decision-making process, and is ready to bear full material and legal responsibility for commercial activities, will 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
An entrepreneur, as a rule, has the opportunity to unite with other entrepreneurs to jointly achieve common economic goals. Joint activities may be based on:
by agreement to conduct a common cause, which is reflected in the contract - the agreement of the parties;
on the formation of joint property, consisting of shares that are the partners' own property (money, material assets, etc.) and representing contributions as part of common property (share capital).
Joint property is the basis of an enterprise that, in carrying out its activities, has certain rights (for example, apply to a bank for loans) and performs obligations (for example, concludes transactions, produces goods or provides services in accordance with concluded agreements). And since rights and obligations are something inherent only to a person, a citizen - an individual, the contradiction that has arisen is resolved by recognizing the enterprise as a legal entity.
As a legal entity, an enterprise has certain legal features: it concludes contracts and transactions, is liable for its obligations, etc. However, it can neither determine the purpose of its activities, nor sign a contract, nor employ anyone. This is done by people acting on behalf of the enterprise.
Organizations that are legal entities may be commercial or non-commercial, depending on their primary purpose.
For non-profit organizations, making a profit is not the main goal. They have the right to engage in entrepreneurial activities only insofar as it is necessary to achieve their statutory goals, and the profit is fully used for self-development and is not distributed among the participants.
The advantage of this form of business organization is preferential taxation. But it must be emphasized once again that non-profit organizations are not created for the purpose of making a profit.
Commercial organizations are created by their founders in order to make a profit. Russian legislation provides for several organizational and legal forms of these organizations. These are business partnerships and companies with the authorized (share) capital divided into shares (contributions) of the founders.
2. Partnership (partnership)
A partnership (partnership) is an organizational form of entrepreneurship, when both the organization of production activities and the formation of the authorized capital are carried out by a joint effort of two or more persons (individuals and legal entities). Each of them has certain rights and bears certain responsibilities, depending on the share in the authorized capital and the place it occupies in the management structure of such a partnership.
The partnership as a form of business organization is, to a greater or lesser extent, a consequence of the natural development of the individual private firm. It originated in an attempt to overcome some of the major disadvantages of sole proprietorship.
Thus, a business partnership is a commercial organization that owns separate property on the basis of ownership, with an authorized or share capital divided into shares (contributions).
A partnership may be formed:
individuals;
individuals and commercial organizations;
commercial organizations.
2.1. General partnership
From the point of view of legal consequences, a general partnership belongs to the category of undesirable forms of associations, since it does not imply limitation of liability. For the obligations of a general partnership, its members, called general partners, are liable with all their property. Responsibility in this case is subsidiary in nature.
Subsidiary liability implies that before making claims against a person who is liable in addition to the liability of another person, the creditor must make claims against the principal debtor. If the latter refuses to satisfy the demand or fails to respond to such a demand, the creditor has the right to present such a demand to the person bearing subsidiary liability.
Thus, a partnership is recognized as full, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the company and are liable for its obligations with their property (subsidiary liability).
Such partnerships are called open commercial partnerships in a number of countries (Germany, Austria). In a number of countries, it is also possible to organize another type of partnership - a civil law society (Austria), a civil code society (Germany) or a simple society (Switzerland). They are created to achieve a specific goal and as a result of an informal agreement between several persons. They do not have legal personality. Verification of the credentials of the persons representing them is difficult, since the company is not entered in the commercial register.
In most cases, general partnerships are formed by legal entities (large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither the charter nor even the registration of the partnership is required. Individual entrepreneurs and commercial organizations may be participants in only one full partnership.
The partnership agreement (agreement) defines the powers of each partner, the distribution of profits, the total amount of capital invested by the partners, the procedure for attracting new partners and the procedure for re-registering the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or withdraws from it; if only one participant remains in a full partnership, it may be liquidated or transformed.
A clear disadvantage of partnerships is that they make it difficult to make decisions, since the most important of them must be taken by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories according to the degree of importance of the decision that each partner can make.
2.2. Limited partnership (limited partnership)
A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners, complementaries), there are one or more participants - investors (limited partners) who bear the risk losses associated with the activities of the partnership within the limits of the amounts made by them of contributions and do not take part in the implementation of entrepreneurial activities.
To create a limited partnership, at least one complimentary and one limited partner are required.
The legislation considers partnerships as associations of persons. This means that the members of the partnership must participate in its activities. Therefore, they can only be members of one partnership. At the same time, both individuals and legal entities in any combination can participate in partnerships.
Affairs in a limited partnership are usually run by compliments. They lead the society and carry out its representation. In terms of internal relationships, the functions of managing a firm are usually carried out with the consent of the limited partners. Often this conciliation right within large companies is submitted to a board of limited partners. Complimentaries are subject to the same provisions as in general partnerships.
Contributors are not entitled to participate in the management and conduct of business of a limited partnership to act on its behalf otherwise than by proxy. They do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.
Each complimentary has the right to act on behalf of the partnership, unless the memorandum of association establishes that all complimentaries conduct business jointly, or the conduct of business is entrusted to separate full partners.
In the joint conduct of the affairs of the partnership, its full partners for the completion of each transaction requires the consent of all the general partners.
If the management of the affairs of the partnership is entrusted by its participants to one or some of them, the remaining participants, in order to make transactions on behalf of the partnership, must have a power of attorney from the general partner who is entrusted with the conduct of the affairs of the partnership.
The powers to conduct the affairs of the partnership, granted to one or more complimentaries, may be terminated by the court at the request of one or more other complimentaries if there are serious grounds for this, in particular as a result of a gross violation by the authorized person or persons of their duties or his incapacity to reasonably conduct business. On the basis of a court decision, the necessary amendments are made to the founding agreement of the partnership.
2.3. Advantages and disadvantages of partnerships
Advantages.
Ease of organization. Like a sole proprietorship, partnerships are easy to set up. In almost all cases, a written agreement (partnership agreement) is concluded, and, as a rule, this does not involve burdensome bureaucratic procedures.
More financial resources. Combining several participants in a partnership allows you to expand its financial resources in comparison with the resources of an individual private enterprise. Partners can pool their money capital, and usually their venture seems less risky to bankers.
Joint management. Through the participation of several partners in the business, a higher degree of specialization becomes possible. With carefully selected partners, it is much easier to manage the daily activities of the enterprise. Members of the partnership provide each other with time free from doing business, and also have complementary qualifications and views.
Disadvantages of partnerships
Unlimited Liability. Each general partner (in both types of partnership) is liable for the firm's debts, regardless of whose actions caused this debt. In fact, each partner is responsible for all the failures of the enterprise - not only for the result of their own management decisions, but also for the consequences of the actions of any other partner.
Disagreements between members. If multiple people are involved in governance, this division of power can lead to inconsistent policies or inaction when decisive action is required. It is even worse if the partners disagree on strategic issues.
Limited life. The duration of the partnership is unpredictable. The exit from the partnership or the death of one of the partners, as a rule, entails the disintegration and complete reorganization of the company, the complete cessation of its activities.
Limited financial resources. The financial resources of partnerships remain limited, although they usually exceed the capacity of individual private firms. But three or four partners may also lack the funds to successfully grow their enterprise.
Difficulty of liquidation. Once you have committed yourself to a partnership, getting out of it is not easy. When closing a company, the question of what will go to whom and what will happen next is often very difficult to decide. Law firms are surprisingly often faced with errors in partnership agreements and conclude that partition is difficult to implement.
3. Economic company
A business company is a commercial organization, the authorized capital of which is formed by one or more individuals or legal entities by contributing their shares (or the full amount of the authorized capital, if one person acts as a founder). As shares, monetary or material resources, intellectual capital, securities or property rights having a monetary value can be considered. At the same time, an expert assessment of the value of intellectual capital and property rights in monetary form is carried out.
There are four types of business companies:
limited liability company (LLC);
additional liability company;
closed joint stock company (CJSC);
open joint stock company (OJSC).
3.1. Limited Liability Company (LLC)
A limited liability company (LLC) is a commercial organization, the founder of which is one or more individuals or legal entities who are liable for the obligations of the company and the risk of losses only within the limits of their contributions.
In a number of Western countries there are so-called one-man societies. These include limited liability companies, in which the property is concentrated in the hands of one person. In limited liability companies, in most cases there is a close relationship between the partners. For this reason, they are very suitable for organizing family businesses.
To establish an LLC, it is necessary to conclude a memorandum of association, which determines the name of the company, the location and direction of the enterprise, as well as the size of the authorized capital and the share of members of the company in it.
The highest governing body is the meeting of its participants. The exclusive competence of the meeting is:
change of charter;
election of the audit committee.
LLC has the right to be transformed into a joint-stock company or a production cooperative. A company can be liquidated only by the unanimous decision of its participants.
A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part of it to one or more participants in this company.
Shares in the charter capital are transferred to the heirs of citizens and legal successors of legal entities that were participants in the company, unless the constituent documents of the company provide that such a transfer is allowed only with the consent of the participants in the company.
The withdrawal of a member of the company does not require the consent of its other members.
3.2. Additional Liability Company
An additional liability company is a type of limited liability company. An additional liability company is the establishment by one or more persons of an organization whose authorized capital is divided into shares of the sizes determined by the constituent documents; the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company (clause 1, article 95 of the Civil Code of the Russian Federation).
An additional liability company has features that are characteristic of both companies and partnerships. It differs from a limited liability company in that if the property is insufficient to satisfy the claims of creditors, its participants are liable subsidiarily (additionally) in solidarity. The amount of responsibility of the latter (unlike general partners) is limited only to that part of their property, which is a multiple of the amount of their contributions.
The bankruptcy of one of the participants leads to the fact that his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless otherwise specified by the constituent documents. Consequently, the claims of creditors remain secured in the same amount.
An indication of the additional responsibility of the company must be contained in its company name.
Taking into account the peculiarities of regulation, the rules defining the legal status of limited liability companies are applied to additional liability companies.
3.3. Joint-stock company
A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the limits of the value of their shares.
A joint-stock company, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.
Shareholders are entitled to a share of the JSC's income. The portion of profit paid to the owner of a share is called a dividend. The part that is not paid out as dividends is called retained earnings.
A joint-stock company, by law, cannot have a business company consisting of one person as the sole participant.
Types of joint-stock companies:
open (OJSC)
closed (CJSC)
Closed Joint Stock Company (CJSC)
A closed joint stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of an open subscription for shares issued by the company is not used and they cannot be freely sold and bought on the stock market.
A potential buyer cannot simply instruct his broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can dispose of them only with the consent of the company. This financial constraint is a major factor in determining the size of companies, which tend to be small to medium sized.
The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).
A closed joint stock company is not required by law to disclose information about itself to the extent that is required of a public company; however, it is required to submit an annual report to the Registrar of Companies, which is open to any member of the public.
At the moment, the majority of small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular.
Open Joint Stock Company (OJSC)
An open joint stock company is a joint stock company whose members can freely sell and buy shares of the company without the consent of other shareholders. It can carry out an open subscription for shares issued by it, which can be freely traded on the stock market. This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for public information:
annual report;
balance sheet;
profit and loss account;
and engage a professional auditor annually to review and validate the annual financial statements.
The supreme management body in a joint-stock company is the general meeting of shareholders. The competence of the general meeting is:
changing the charter of the company;
change in the size of the authorized capital;
approval of annual reports and balance sheet, distribution of profits and losses;
formation of executive bodies and early termination of their powers;
decision on reorganization or liquidation of the company;
election of the audit commission;
solution of other issues.
If the number of shareholders exceeds 50 people, then a Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.
The executive body of a joint-stock company can be collegiate (board, directorate) and/or sole (director, general director). He carries out the current management of the company's activities and is accountable to the Board of Directors and the General Meeting of Shareholders.
OJSC, as well as CJSC, are a fairly popular form of business both in Russia and around the world. As a rule, open joint-stock companies are large companies. In Russia, RAO UES of Russia, Lukoil, RAO Gazprom, and others can serve as examples of such companies; in America - Microsoft, General Motors, Ford, Coca-Cola.
4.Corporation
A corporation is a legal form of business that is distinct and limited from the specific individuals who own it. Such an entity, which has the status of a legal entity, can acquire resources, own assets, manufacture and sell products, borrow, make loans, sue, sue, and perform all the functions that business enterprises of any other type perform.
Although the word "corporation" often leads to thinking of such large companies as General Motors, IBM, Ford and others, incorporation (registration as a corporation) does not have to be a large enterprise. Many corporations are indeed large, but registration as a corporation can be beneficial for small companies as well.
The essence of registering a corporation is not overly complicated, although the procedures for registering as a corporation are often quite complicated. Most people are not willing to put everything they have at risk in order to get involved in business. However, for a company to grow, prosper, and be a source of wealth, a large number of people must be willing to invest in it. The way to solve this problem is to create an artificial person that exists only legally. Such a legal entity is called a corporation. This is nothing more than a technique to involve people in business with minimal risk for them.
This organizational and legal form of entrepreneurship has its advantages and disadvantages.
Advantages of corporations.
The advantages of corporations determined the leading role of this organizational form of business in the modern American economy.
More money to invest. The corporation is much more efficient than all other forms of business organization in coping with the task of raising capital. Corporations have a unique way of financing - through the sale of stocks and bonds - which allows them to attract the savings of numerous households. Through the securities market, corporations are able to pool the financial resources of a huge number of people into a common fund.
Financing through the sale of securities has certain advantages from the point of view of their buyers. First of all, households in this case can participate in a business enterprise and expect some monetary reward; 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 by acquiring securities of several corporations. Finally, holders of corporate securities can usually easily get rid of them by selling them to another owner. Existing stock exchanges facilitate the movement of securities between buyers and sellers. Needless to say, this increases the willingness of people with savings to buy corporate securities.
Moreover, it is usually easier for corporations than other forms of business to access bank credit. Firstly, corporations are more reliable, and secondly, they are more likely than all others to provide banks with profitable deposits.
Limited liability. Corporations also have one clear advantage - limited liability. The owners of a corporation (i.e. the shareholders) risk only the amount they paid to buy the shares. Their personal assets are not put at risk, even if the corporation is threatened with bankruptcy. Creditors can sue the corporation as a legal entity, but not the owners of the corporation as individuals. Limited liability makes it much easier for corporations to raise capital.
High degree of specialization. Due to its advantage in raising money capital, it is easier for a successful corporation to increase volume, expand the scale of operations and realize the benefits of growth. In particular, the corporation is able to benefit from mass production technologies, as well as from a deeper specialization in the use of human resources. While the manager of an individual private firm is forced to divide his time between production, accounting and marketing functions, a large corporation is able to attract specialized personnel in each of these areas and thereby achieve greater efficiency. In addition, corporations may buy other corporations operating in other industries to diversify risk. (This means that a corporation can be engaged in various activities at the same time, and if one direction fails, the impact on the entire corporation will be reduced).
permanent existence. As a legal entity, a corporation exists independently of its owners and its own officers. Individual firms can die suddenly and unpredictably, but corporations, at least legally, are eternal. The transfer of ownership of a corporation through the sale of shares does not undermine its integrity and business continuity. In other words, corporations have a certain persistence that other forms of business lack and that opens up opportunities for forward planning and growth.
Separation of owners from management. Corporations can raise funds from many different investors without involving them in management. The owners elect a board of directors. The directors select the top management team. He, in turn, hires managers, as well as workers and employees. The owners thus have some influence over what runs the corporation, but not control over it.
Corporate weaknesses.
Difficulty of registration. Registration of a corporation's charter involves bureaucratic procedures and costs for legal services.
Possibility of abuse. From a public point of view, the corporate form of business has the potential for some form of abuse. Since the corporation is a legal entity, some unscrupulous business owners sometimes manage to avoid personal liability for questionable business transactions due to the opportunities that the corporate form of business organization opens up for them.
Reporting. The paperwork involved in forming a corporation is only the beginning. Tax laws require corporations to verify the legitimacy of all their expenses and deductions from taxable amounts. In this regard, the corporation is forced to process a large number of different documents. The owner of a sole proprietorship or partnership may maintain records in a fairly free manner, while a corporation is forced to keep detailed records, minutes of meetings, and much more.
Double taxation. The portion of corporate income that is paid out as dividends to shareholders is taxed twice, once as a portion of corporate profits and the second time as a portion of the shareholder's personal income.
Dimensions. Scale can be one of the advantages of corporations, but also a disadvantage. Large corporations sometimes become too inflexible and bureaucratic, and this makes it impossible for them to quickly respond to market changes.
Separation of ownership and management functions. In a sole proprietorship and partnership, the owners of real and financial assets themselves directly manage and control these assets. But in large corporations, whose ownership is widely dispersed among tens and even hundreds of thousands of shareholders, there is a separation of the functions of ownership and management (control).
The reasons for this discrepancy lie in the inactivity of the typical shareholder. The majority of shareholders do not take part in voting, and if they do participate in it, then only indirectly, transferring their votes to the current officials of the corporation and thereby endowing the latter with practically unlimited powers and the ability to independently determine their own destiny.
Separation of ownership and control functions does not cause serious consequences in the event that the actions of the group exercising the control functions are in the interests of the group of owners of the corporation (that is, the shareholders). But the interests of these two groups do not always coincide.
5. Production cooperatives
A production cooperative (artel) is a voluntary association of citizens (at least five) and legal entities on the basis of membership, personal labor participation in production (economic) activities and share contributions. The profit received by the cooperative is distributed among its members in accordance with their labor participation in the activities of the cooperative.
In modern business practice, turnover cooperatives occupy a relatively small share, although they are common in many countries. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and in the trade and intermediary field. The cooperative form of entrepreneurship is characterized by the establishment of a close connection between the members of the cooperative and the cooperative itself. Dacha and housing cooperatives can serve as a typical example.
The property of such a cooperative (artel) consists of shares (a share is a shared property).
The activity of the cooperative is based on the personal participation of its members in the production (economic) activities, although the participation of legal entities is also allowed in cooperatives.
Production cooperatives are created for joint production, processing, marketing of industrial, agricultural and other products, trade, and provision of services.
Members of a production cooperative bear subsidiary liability, i.e. not limited by the size of the individual share contribution, share share in the common property of the cooperative. The profit received by the cooperative is distributed among its members in accordance with their labor participation.
The supreme governing body of a cooperative is the general meeting of its members. The competence of the general meeting is:
charter change
formation and termination of the activities of the supervisory board;
admission and exclusion of members of the cooperative;
approval of annual reports, balance sheets, distribution of profits and losses;
decision on reorganization and liquidation of the cooperative.
If there are more than 50 members of the cooperative, then a supervisory board may be created.
The executive bodies of the cooperative are: the board and (or) its chairman. They carry out the current management and are accountable to the supervisory board.
Only members of the cooperative can be members of the supervisory board, board and chairman of the cooperative.
A production cooperative may be liquidated or transformed into a business partnership or company by unanimous decision of its members.
There are also other types of cooperatives in the USA organized for other reasons. These cooperatives are formed to give members more economic power as a group than they have as individuals.
The best example of such cooperatives are agricultural cooperatives. Initially, farmers united in order to receive better prices for their products. Over time, the cooperatives have expanded and now also buy and sell fertilizer, agricultural machinery, seeds, and other items needed on the farm. It has grown into a multi-billion dollar industry. Cooperatives now own many factories. Cooperatives do not pay the same taxes as corporations and therefore have an advantage in the market.
The disadvantage of the cooperative form (by analogy with a partnership) is the unlimited liability of the members of the cooperative for its obligations. Decision-making in a cooperative is usually carried out on the principle of "one person - one vote", i.e. the size of the property or labor contribution of a cooperative member to the business is not taken into account. In this regard, the cooperative should not be considered as an 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 is that the property of such an enterprise and its management are 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 undivided authority to dispose of it and make decisions, or they unite with private entrepreneurs, but influence and control them.
The second concerns the motives for the functioning of the state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.
State enterprises should be distinguished from state institutions that pursue non-economic goals (hospitals, schools, public services) and do not participate in the actual market exchange.
State and municipal enterprises, according to the Civil Code of the Russian Federation, operate in the form of unitary enterprises.
A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it.
Unitary enterprises have a number of features that distinguish them from other commercial organizations:
if the form of management of a unitary organization is based on the principle of unitarity (the owner of the property is the state, not the organization), then the form of management of other commercial organizations is based on the principle of corporatism;
the property of a unitary enterprise is indivisible and under no circumstances can be distributed among deposits, shares and shares, including between employees of the enterprise;
management of a unitary enterprise is carried out by a head appointed by the owner.
Depending on who owns the property, unitary enterprises can be state or municipal.
Such enterprises, depending on the rights granted 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 activity and principles of their fulfillment
It is important to distinguish between the concepts of "duty" and "obligation".
Duty describes the behavior of only one person - the one who must behave in a certain way.
An obligation describes the behavior of two persons - parties to an obligation, when one of them is a creditor and the other is a debtor. The debtor is obliged to perform certain actions in favor of the creditor (transfer a thing, perform work, provide a service, pay money) or refrain from certain actions, and the creditor has the right to demand from the debtor appropriate behavior (performance of an obligation). According to Article 307 of the Civil Code of the Russian Federation, “obligations arise from the contract, as a result of causing harm and from other grounds” specified in the Civil Code of the Russian Federation.
The Civil Code of the Russian Federation (Section III "The General Part of the Law of Obligations") develops and details the provisions on obligations and contracts, which ultimately makes it possible to regulate relations under specific contracts.
The Civil Code of the Russian Federation declares that "obligations must be properly performed in accordance with the terms of the obligation and the requirements of the law, other legal acts, and in the absence of such conditions and requirements, in accordance with business customs or other commonly required requirements" (Article 309).
General rules for the fulfillment of obligations are enshrined in Chapter 22 of the Civil Code of the Russian Federation. The rules governing the fulfillment of obligations, as a rule, are subject to application, unless otherwise provided by the contract (the so-called dispositive rule of law, which provides the subjects of law with the opportunity to decide for themselves the issue of the scope and nature of their rights and obligations).
The fulfillment of obligations is based on a number of principles:
1. The principle of due execution. Obligations must be performed properly in accordance with the terms of the obligation and the requirements of the law, other legal acts, and in their absence - in accordance with business practices or other usually imposed requirements. In accordance with the Civil Code, the fulfillment of an obligation to the proper person is recognized as proper (Article 312); on the day or period of time stipulated by the obligation (art. 314), and at the appointed place (art. 316).
Due to the significant expansion in the free market of the scope of contractual obligations and the not always clear formulation by counterparties of the terms of mutual obligations, Article 431 of the Civil Code gives the court the right to interpret the terms of contracts, taking into account the literal meaning of the words and expressions contained in them, the meaning of the contract as a whole, the actual the general will of the parties, taking into account the purpose of the contracts, as well as all other circumstances, including negotiations and correspondence preceding the contract, the practice of mutual relations between the parties, business practices and subsequent behavior of the parties.
2. The principle of inadmissibility of unilateral refusal to fulfill an obligation. A unilateral refusal, as well as a unilateral change in the terms of an obligation, as a general rule, is not allowed. Exceptions are possible mainly in the field of entrepreneurial activity.
3. The principle of real fulfillment of obligations. Payment of a penalty and compensation for losses in the event of improper performance of an obligation, as a rule, does not relieve the debtor from the performance of the obligation in kind (clause 1 of article 396 of the Civil Code).
Along with the rules - principles, the Civil Code contains a number of other important norms:
on the possibility of fulfilling the obligation in installments (Article 311);
on the fulfillment of obligations by a third party (Article 313), which is widely used, for example, in cooperative deliveries of engineering products and in construction contracts;
on early fulfillment of obligations (Article 315);
on the fulfillment of the obligation by depositing the debt (Article 327);
on counter performance of obligations (Article 328).
1.2 Entrepreneurial agreement as the basis for the emergence of obligations in entrepreneurial activity
One of the most important institutions in the field of entrepreneurship is, of course, the entrepreneurial contract.
A business contract is a business contract for the purpose of making a profit.
The interaction of various business units with each other is built on a contractual basis. In the process of concluding a transaction, the parties stipulate certain conditions. Public relations are built on the basis of an agreement between the parties to assume certain obligations in order to obtain certain rights, usually of a real nature, since economic turnover involves a certain movement of material goods to meet the relevant needs of subjects of civil legal relations.
A business contract is one of the main grounds for the emergence of obligations.
In order to regulate relations in the field of obligations of subjects of business turnover, there is a law of obligations - one of the sub-branches of civil law in Russia. The main principle of the law of obligations is the proper performance of obligations (Article 309 of the Civil Code of the Russian Federation). However, sometimes circumstances arise that objectively make it impossible to fulfill obligations under the contract even by a bona fide debtor.
The parties have the right to build relations, guided by the norms of civil law. But the significance of the contract as a legal means, thanks to which the parties, by their agreements, can themselves determine the procedure for fulfilling the obligation that suits them, cannot be overestimated.
Conditions for the emergence of civil liability of entrepreneurs
Civil liability arises when entrepreneurs violate the provisions of civil law, which regulates relations between persons engaged in entrepreneurial activities or with their participation. Protection of civil rights is carried out by: recognition of the right; restoration of the situation that existed before the violation of the right, and suppression of actions that violate the right or create a threat of its violation; recognition of the disputed transaction as invalid and application of the consequences of its invalidity, application of the consequences of the invalidity of a void transaction; invalidation of an act of a state body or local self-government; self-defense rights; awarding to the performance of duties in kind; indemnification; recovery of a penalty; compensation for moral damage; termination or modification of the offense; non-application by the court of an act of a state body or local self-government body that contradicts the law; in other ways provided by law.
So, the civil liability of business organizations and individual entrepreneurs arises when they violate the civil rights of other individuals and legal entities in accordance with applicable laws, other regulations, in case of failure to perform or improper performance of obligations in accordance with laws and concluded agreements.
Thus, an entrepreneur as a citizen is liable for his obligations with all his property, with the exception of property, which, in accordance with the law, cannot be levied. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. General partners in a limited partnership are liable for the obligations of the partnership with their property, and the contributors bear the risk of losses associated with the activities of the partnership, within the limits of the amounts they have contributed to the share capital. Members of a limited liability company bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions. Members of the company who have made contributions incompletely shall be jointly and severally liable for its obligations within the limits of the value and paid part of the contribution of each of the participants. Participants in a company with additional liability jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value 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, except for institutions financed by the owner, are liable for their obligations with all their property.
8.3. Ways to ensure the fulfillment by entrepreneurs of their obligations
An obligation in civil law is understood as a legal relationship by virtue of which one person (debtor) is obliged to perform a certain action in favor of another person (creditor), such as: transfer property, perform work, pay money, etc., or refrain from certain actions, and the creditor has the right to demand from the debtor the performance of his obligation. Obligations arise from the contract, as a result of causing harm and other grounds specified in the Civil Code of the Russian Federation. One person or several persons at the same time may participate in an obligation as each of its parties - a creditor or a debtor.
Obligations must be performed properly in accordance with the terms of the obligation and the requirements of the law, other legal acts, and in the absence of such - in accordance with business practices or other requirements. The custom of business turnover is recognized as a rule of conduct that has developed and is widely used in any area of business activity, which is not provided for by law, depending on whether it is recorded in any document. Business practices that are contrary to the provisions of the law or the contract binding on the participants in the relevant relationship shall not apply.
In accordance with the Civil Code of the Russian Federation, the methods of fulfilling obligations are a forfeit, pledge, retention of the debtor's property, surety, bank guarantee, deposit and other methods provided for by law or an agreement.
A penalty (fine, penalty interest) is a sum of money determined by law or contract, which the debtor is obliged to pay to the creditor in case of non-performance or improper performance of obligations, in particular in case of delay in performance. The creditor is not entitled to demand payment of a penalty if the debtor is not liable for non-performance or improper performance of the obligation. If a penalty is established for non-fulfillment or improper fulfillment of an obligation, the losses shall be reimbursed to the extent not covered by the penalty.
An agreement on a penalty must be made in writing, regardless of the form of the underlying obligation. Failure to comply with the written form entails the invalidity of the agreement on the penalty.
The creditor has the right to demand payment of a penalty determined by law (lawful penalty), regardless of whether the obligation to pay it is provided for by agreement of the parties, but the amount of the legal penalty may be increased by agreement of the parties, if the law does not prohibit this. However, if the penalty payable is clearly disproportionate to the consequences of the violation of the obligation, the court has the right to reduce it, except for certain cases established by the Civil Code of the Russian Federation. The law or the contract may provide cases when: it is allowed to collect only a penalty, but not losses; damages may be recovered in full amount in excess of the penalty; either a penalty or damages may be collected at the option of the creditor.
Losses are understood as expenses that a person whose right has been violated has made or will have to make to restore the violated right, loss or damage to property (actual damage), as well as lost income that this person would have received under normal conditions of civil circulation if his the right was not violated (lost profit). If the person who violated the right received income as a result of this, the person whose right was violated has the right to demand compensation, along with other losses, for lost profits in an amount not less than such income.
For certain types of obligations and for obligations related to a certain type of activity, the law may restrict the right to full compensation for losses (limited liability).
Payment of a penalty and compensation for losses in cases of improper performance of an obligation does not relieve the debtor from the performance of the obligation in kind, unless otherwise provided by law or the contract.
Pledge is one of the ways to ensure the fulfillment of obligations. By virtue of a pledge, the creditor has the right, in the event of the debtor's failure to fulfill this obligation, to receive satisfaction from the value of the pledged property, predominantly over other creditors of the person who owns this property (the pledgor), with exceptions established by law. A pledge arises by virtue of a concluded pledge agreement, which must specify the subject of the pledge, its valuation, the nature, amount and term of performance of the obligation secured by the pledge.
Guarantee - a method of ensuring the fulfillment of an obligation, in accordance with which the guarantor (third party) undertakes to the creditor of another person to be responsible for the fulfillment of his obligation to him in whole or in part. The suretyship agreement is made in writing. If the debtor fails to perform or improperly performs the obligation secured by the surety, the surety and the debtor shall be liable to the creditor jointly and severally, unless the law or the surety agreement provides for subsidiary liability of the surety.
A bank guarantee is a written obligation by virtue of which a bank, other credit or insurance organization (guarantor) must pay the principal's creditor (beneficiary), in accordance with the terms of the obligation given by the guarantor, a sum of money upon the provision by the beneficiary of a written demand 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 creditor the amount of money not paid by the debtor. For the issuance of a bank guarantee, the principal pays a fee to the guarantor.
A deposit is recognized as a sum of money issued by one of the contracting parties on account of payments due from it under the contract to the other party as proof of the conclusion of the contract and in securing its performance. The deposit agreement, regardless of the amount, must be made in writing.
In accordance with Art. 34 of the Constitution of the Russian Federation, everyone has the right to freely use their abilities and property for entrepreneurial and other economic activities not prohibited by law. Being a subjective constitutional right, the right to carry out entrepreneurial activity is a measure of possible behavior granted to a person and secured by law (regulations) aimed at achieving the goals pursued by the subject.
The right to engage in entrepreneurial activity must be exercised within the boundaries outlined by legal acts containing both positive rules of conduct and prohibitions applied in this area. The set of rules, techniques and methods of state regulation of entrepreneurial activity forms the mode of its implementation. They talk about both the general legal regime that applies to all entities (for example, the registration regime), and the special regime, under which either a certain part of business law entities (for example, banks, exchanges) or entities engaged in a certain type of activity (licensed mode). The constitutional right to carry out entrepreneurial activity is secured by guarantees. Among the guarantees, first of all, it is necessary to name the possibility of judicial protection of rights in case of their violation, equal protection of all forms of ownership, the possibility of restricting rights only on the basis of federal law and only to the extent necessary to protect the foundations of the constitutional order, morality, health, rights and legitimate interests of other persons, ensuring the defense and security of the state.
Types of entrepreneurial activity can be classified on various grounds:
by the form of ownership on the basis of which the activity is carried out (private, state, municipal);
by the number of participants (individual, collective);
by the nature of the activity (production of goods, provision of services, performance of work, etc.).
State regulation of entrepreneurial activity is clothed in the legal form of an act. An act of state regulation is an instruction of the competent state body, dressed in the established form, addressed to business entities or a specific entity and containing a requirement to conduct business activities in a certain way or to bring it to a certain state. These can be normative acts addressed to an indefinite circle of persons, or acts of specific regulation containing an indication to a specific subject and being a legal fact. Specific acts can be of a diverse nature: prohibitions, permits. The legislation provides for acts-orders (for example, on the termination of violations of antimonopoly legislation), planning acts (plan-order in relation to a state-owned enterprise), etc.
State regulation of entrepreneurial activity can be direct (directive) and indirect (economic). Legal acts contain a lot of directive rules regarding various aspects of entrepreneurial activity. Direct state regulation can be considered in the following areas:
establishment of requirements for entrepreneurial activity;
establishment of prohibitions on certain manifestations in its implementation;
application by the state of sanctions and measures of responsibility;
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, etc.
In market conditions of management, priority is given to indirect methods of regulation using various economic levers and incentives. Indirect state regulation can either stimulate certain types of entrepreneurship (through the provision of tax benefits, lending, etc.), or be aimed at discouraging activities.
The state regulates entrepreneurial activity, enshrining in legislative acts the right of state bodies to control (supervise) its implementation.
State control is an inspection of the fulfillment by a legal entity or an individual entrepreneur in the course of their activities of the mandatory requirements for goods (works, services) established by federal laws or regulatory legal acts adopted in accordance with them. For example, state inspectors of the Gosstandart of Russia are entrusted with the function of supervising observance of the mandatory requirements of state standards, the rules for mandatory certification and control over ensuring the uniformity of measurements. One of the main tasks of the federal antimonopoly authority is to control compliance with antimonopoly requirements by business entities. The rules for exercising state control are provided for by the Federal Law of August 8, 2001 “On the Protection of the Rights of Legal Entities and Individual Entrepreneurs in the Course of State Control (Supervision).
State regulation of entrepreneurial activity is carried out in the interests of various entities. The subjects of such interest are the state acting on behalf of the society as a whole, contractors of entrepreneurs, investors, consumers of goods, employees of enterprises, etc. Accordingly, on this basis - depending on the subject in whose interests claims are made - a classification of requirements can be carried out.
Requirements can be classified depending on the addressee to whom they are presented. A number of requirements are imposed on all subjects of entrepreneurial activity, while others - to a certain category of subjects. For example, the requirements for legal entities, individual entrepreneurs, and financial and industrial groups differ.
Requirements can be classified according to the nature of the activity. Thus, specific requirements are imposed in the implementation of banking, insurance, investment and other activities.
It is also possible to single out the types of requirements depending on the stage of the activity. The legislation provides for requirements at the stage of preparation for doing business. These are registration, obtaining a license, registration with state bodies, etc. In the process of managing business, entrepreneurs must comply with environmental regulations, sanitation, standards and other requirements for product quality, requirements for the formation of the cost of products, accounting, fire safety requirements and etc. 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, to submit accounting and statistical reports. Certain requirements are also presented at the stages of reorganization and liquidation of entities.
Essence of Licensing
English writer George
Bernard Shaw (1856-1950) -
claimed:
“Economy is the ability to make the best use of life”
Three main questions of economics
What to produce?
How to produce?
For whom to produce?
LEGAL FRAMEWORK
ENTREPRENEURSHIP
For a consultation
Lawyers are often approached by people who want to start their own business, do business.
Entrepreneurial ability
called the 4th factor of production
The sources of business law are
- Constitution of the Russian Federation
- Civil Code
- tax code
- Budget code
- About administrative offenses
- Criminal Code
- federal laws
Principles of legal regulation of entrepreneurship:
- principle of free economic activity
- fair competition principle
- principle of diversity of forms of ownership
Individuals (citizens)
individual entrepreneurs;
farms
Business entities
Legal entities
Unitary enterprises
Business companies
Partnerships
Production cooperatives
HOW TO OPEN YOUR OWN BUSINESS.
WHERE TO BEGIN?
WHERE TO BEGIN?
- Choose the organizational and legal form of the future organization.
- Development of the name of a commercial organization.
- Registration of constituent documents.
- Charter.
- Memorandum of association.
- State registration.
MAIN COMPONENTS OF THE MARKET
SENTENCE
Types of company costs
Permanent
Variables
- room fee
- license fee
- administrative staff salary
- security of the premises
- bank loan interest
- insurance premiums
- payment for raw materials and materials
- workers' wages
- electricity fee
- transport service fee
Document page 66
questions about the document
I. Requirements for the results of studying the topic
The study of this topic will help to contribute to the achievement of results:
personal:
Awareness of the importance of legal mechanisms for regulating the economic sphere of public relations;
Formation of legal consciousness and legal culture;
The ability to set goals and build life plans in the social and labor sphere;
Formation of an active life position;
metasubject:
Ability to analyze and compare trends in the economic development of society with changes in the regulatory framework;
Formation of a respectful attitude to property, entrepreneurial activity;
The ability to analyze real social situations for the implementation of economic actions based on lawful behavior;
Formation of the skill of identifying cause-and-effect relationships in the analysis of economic and legal phenomena;
subject:
Possession of the concepts of "business legal relations", "principles of business law", "licensing", "state registration";
Analysis of business legal relations as a special type of legal relations;
The ability to explain the phenomena of social reality based on the basic concepts of law.
Lesson objectives:
1) to form ideas about business law as a branch of Russian law;
2) to characterize the main organizational and legal forms of entrepreneurial activity;
3) present the main problems of legal regulation of entrepreneurship in modern society.
II. The place of the topic in the system of training sessions
This topic introduces students to the basics of legal regulation of entrepreneurial activity - basic knowledge from the field of business law. The study of the material is carried out on the basis of previously acquired knowledge about the main participants in the economy (grade 7), about law as a special regulator of social relations (grade 10). Rich illustrative and factual material on various aspects of the history of entrepreneurship, including domestic, is provided by school courses in history, economic geography, and economics. All this allows us to form an idea of the basic norms of business law and the regulation of legal relations between entrepreneurs in practice. High school students can apply the acquired knowledge in real life, which allows the current Russian legislation. Boys and girls have the opportunity to engage in entrepreneurial activities in various fields (which are mentioned in the text) and legally earn money.
III. Literature and equipment
Literature for the teacher
Constitution of the Russian Federation (any edition).
Ershova I. V. Entrepreneurial Law. Questions and answers. - M., 2009. - Chapters I-IV.
Efimova O. V. Entrepreneurial Law. - M., 2013. - Ch. 12.
Social science. School dictionary (any edition).
Prosvetov G. I. Strategy and tactics of doing business. - M., 2012. - Ch. 5.
Raizberg B. A. Fundamentals of business: textbook, allowance. - M., 2009. - Ch. 2, 4, 5, 11.
Magazines "Svoi biznes", "Profil", "Itogi", "Kommersant", etc.
Equipment
Computer, projector, handouts for discussion, cards with tasks for exercises and test tasks.
IV. Organization of educational activities
Options for organizing work
1st option. Traditional (combined) lessons - conducting a school lecture, talking on the main fragments of the topic, independent work of students with the text of the textbook, working with documents, completing assignments, discussing problematic issues, analyzing real situations, final consolidation of the material.
2nd option. Lessons of independent study by students of the educational text. It is possible to organize both individual independent work of students and work in groups.
Lesson progress
Motivational stage
It is advisable to start the introductory part of the lesson with an appeal to the concept of "legal relationship", studied in grade 10, in order to lead students to concretize the concept of entrepreneurial legal relations. To do this, it is useful to organize a conversation on the following questions: 1) What do we understand by entrepreneurial activity in general? 2) When and in what block of topics did we study the definition of "legal relationship"? 3) Why does entrepreneurial activity require legal regulation? 4) How are the economic and legal spheres of society's life connected?
Problematic questions formulated at the beginning of the paragraph can also be included in the discussion.
The teacher helps to summarize the results of the conversation and draw the necessary conclusions about the role of legal regulation of the economic sphere.
The stage of learning new material
Plan for learning new material
1. Legal foundations of entrepreneurship.
2. Organizational and legal forms of entrepreneurship.
3. How to start your own business.
1. The educational material is built around the understanding of entrepreneurship as a legal phenomenon and the study of the basic concept of entrepreneurial legal relations. One of the possible options is a conversation with students on the following issues: 1) Entrepreneurship as a legal term. 2) Business legal relations - the basic concept of business law. 3) Sources of business law. 4) Principles of legal regulation of entrepreneurship in the Russian Federation.
Entrepreneurship is more often seen as an economic concept (for example: Social Science. School Dictionary. 10-11 cells). We recommend that you focus on the fact that when studying the topic, we will focus on understanding entrepreneurship as a phenomenon from the point of view of law. On the basis of the previously studied block of legal topics (Grade 10), we specify the concept of entrepreneurial legal relations. It is also necessary to draw students' attention to an essential feature of business law - a fairly wide range of sources. When considering the principles of legal regulation of entrepreneurial activity, one can dwell a little more on the consideration of the principle of supporting fair competition and the inadmissibility of market monopolization. The material should be illustrated with facts related to the period of the formation of business law as an industry: in 1991 the Law of the RSFSR “On Competition and Restriction of Monopoly Activities in Commodity Markets” was issued, in 1995 the Law of the Russian Federation “On Natural Monopolies” was issued, and in 1999 It took the introduction of the Federal Law "On Protection of Competition in the Financial Services Market". Consideration of the principle of diversity of forms of ownership allows us to proceed to the study of the issue of organizational and legal forms of entrepreneurship.
2. The training material allows you to get to know the participants of business legal relations in more detail - the subjects of business law, which can be citizens, commercial organizations or the state. At the same time, the organizational and legal forms of commercial organizations are extremely diverse. A table that can be given by the teacher in the course of the explanation will help to systematize the knowledge gained. You can ask students to fill in the columns proposed by the teacher as they explain the educational material.
Subjects of business legal relations
A fairly detailed description of a number of the most common forms of entrepreneurial activity in the text of the textbook aims to lead students to their comparison, comparison. To organize the work of students with the text will help the comparative table, the completion of which is proposed in task 1.
Depending on the level of preparation of students, the table can be filled out independently or with explanatory comments from the teacher. In this case, the table is filled in whole or in part, and the work of students can be organized individually or in groups. Let us pay attention to the fact that students will be able to fill out the table to the end on their own (section "Constituent documents") only after getting acquainted with the material of the section of the paragraph "How to organize your own business".
The final version of the completed table may look like this:
Organizational and legal form |
Members (by whom is created) |
Constituent documentation |
A responsibility |
|
Individual entrepreneur |
Individuals (citizens) |
Not specified |
Responsible for all obligations with his property |
|
full partnership |
Legal entities (individual entrepreneurs and commercial organizations) |
Memorandum of association |
Not specified |
For all obligations of the partnership, they are jointly and severally liable with their property |
Faith partnership |
Legal entities (individual entrepreneurs and commercial organizations) and contributors |
Memorandum of association |
Not specified |
For all obligations of the partnership, legal entities are jointly and severally liable with their property, participants-contributors - within the limits of the contributions made |
Limited Liability Company (LLC) |
Charter, memorandum of association |
Responsible for all obligations within the limits of the contributions made |
||
Open Joint Stock Company (OJSC) |
Individuals and legal entities (citizens) and commercial organizations |
At least 1000 minimum wages |
||
Closed Joint Stock Company (CJSC) |
Individuals and legal entities (citizens) and commercial organizations. By number of issued shares |
At least 100 times the minimum wage |
The shareholder is not liable for the obligations of the company |
|
State and municipal organizations and enterprises |
Head of the enterprise, executive body |
Is state or municipal property |
Responsible to state or municipal authorities |
Apparently, students should be invited to analyze the relationship between organizational forms of entrepreneurial activity and the degree of interest of the worker. To do this, you can refer to a fragment of the text of the leading Russian economist V. Popov "Employee and property relations" (Didactic materials, topic 33, text 2, p. 117).
To consolidate the studied material on business legal relations and on the organizational and legal forms of entrepreneurship will allow consideration of the first practical conclusion to the paragraph. We can recommend that students add their own (sixth, seventh?) rule to the already formulated five rules for achieving success in entrepreneurial activity. Perhaps the students themselves will highlight the importance of competent legal registration of entrepreneurial activity. You can also work with sources and organize a comparison of the conditions for a successful business identified by M. Small and J. Rockefeller (Didactic materials, topic 36, text 3, p. 129). It is also advisable, together with the students, to analyze the statement of P. Drucker (task 5) and comment on it. It is also useful to use task 4 to the paragraph on a particular case of incorrect registration of entrepreneurial activity.
3. The last question is more about applying the acquired knowledge in practice. Students may be given the following information. Economists distinguish different types of entrepreneurship: industrial, commercial-trade and financial-credit, insurance, intermediary, etc. Depending on the branch of economic activity, industrial entrepreneurship may be associated with industry, construction, agriculture, etc. The risk that the cost of production will be too high, the product will not meet the required quality, and therefore will not find its buyer, leads to the fact that the development of business in the manufacturing sector is hampered. This is also characteristic of modern Russia. Russian imports in 2012 amounted to 312.6 billion dollars, having increased by 2.3% compared to 2011. Up to 50% of consumed agricultural products are produced abroad.
Scientists believe that economic growth and the level of social development of society depend on industrial entrepreneurship (try to justify why). Another type of entrepreneurship (commercial and trade) is developing quite rapidly in Russia. This activity is mobile, quickly adapts to the needs of society, as it is directly related to a specific consumer. Financial and credit entrepreneurship in our country is a fairly young, but rapidly growing business. Financial and credit companies (firms), stock and currency exchanges and other specialized organizations are actively operating in Russia. Students can be asked to think about the question: will the legal registration of an enterprise of a commercial-trade, manufacturing or financial-credit profile be fundamentally different?
Then you can proceed to task 2 to the paragraph - compiling a “Memo for a novice entrepreneur”. This may be an independent work of students, it is possible that a teacher's commentary will be required when completing the assignment.
"Memo for a novice entrepreneur" may contain several stages. We offer the most detailed description, the teacher can offer to highlight the most significant stages.
I. Making a decision and its execution Publication of a government decree on the establishment of an enterprise. Minutes of the meeting of the founders - the decision to establish an enterprise. The sole decision of a person to engage in entrepreneurial activity |
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II. Preparation of constituent documents Development of the charter. Drafting of memorandum of association |
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III. Checking the name of the company for non-repeatability (at the request of the applicant) |
|
IV. Formation of the authorized capital, share fund, authorized fund |
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V. Submission of documents for registration Required documents: application, constituent documents. Copies of certificates of registration of founders - legal entities. Documents confirming the payment of the state fee |
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VI. Registration of a certificate of state registration and entry of a legal entity into the Unified State Register |
|
VII. Registration with statistical authorities |
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VIII. Opening a bank account |
|
IX. Making a seal |
|
X. Registration with the tax authority Assignment of a taxpayer identification number (TIN of the enterprise). Certificate of registration with the tax authority. Entry in the state register of enterprises |
|
XI. Registration in state non-budgetary social funds Pension Fund. Mandatory health insurance fund. State Social Insurance Fund. Employment Fund |
|
The Beginning Entrepreneur's Guide is a guide that contains information on what to do. You can also discuss what not to do. Violation of the rules of legal regulation of entrepreneurial activity can entail both administrative and criminal liability. This can be illustrated by referring to the fragments of documents offered at the end of the paragraph.
An additional question to the texts of documents, in addition to those proposed in the textbook, may be the question of violation of licensing rules. Invite students to think about why the state attaches importance to the licensing of professional activities.
Consolidation stage
At the end of the study of the topic, it is possible to offer to perform the following task in groups. Students should answer the questions: 1) What kind of business would you like to open in the future? 2) Why did the choice stop at an enterprise of a commercial-trade (production or financial-credit) field of activity? 3) Is it necessary for the implementation of the planned state registration, obtaining a license? 4) What organizational and legal form is the most appropriate for the implementation of the plan? 5) What will be the algorithm for creating your company?
If students find it difficult to determine the scope of possible application of entrepreneurial abilities and opening their own business, then the teacher can offer a set of situations, analyzing which students answer the above questions. Examples of such situations might be:
1. Trade in agricultural products grown on a personal plot.
2. Opening a tailoring studio.
3. Retail trade (books, audio CDs, etc.) via the Internet.
4. Organization of leisure activities (discotheques, theme parties, children's parties, master classes).
5. Organization of excursions (walking, bus).
6. Production of souvenirs, products of applied art.
To systematize the acquired knowledge will help re-apply to practical conclusions on the topic - about the existing rules for achieving success in entrepreneurial activity and the importance of its competent legal registration. It is also possible to address the questions: why should a person open his own business? What is the entrepreneur's risk? Can there be profit without risk? And risk without profit? Can everyone be an entrepreneur?
At the end of the study of the topic, one can turn to the problems of business ethics. This problem is successfully covered in the textbook by B. A. Raizberg (Raizberg B. A. Business Basics: Textbook. - M., 2009. - Section 11.1).
You can check the effectiveness of the assimilation of the studied using tasks.
1. An individual becomes a subject of entrepreneurial law if he registers:
2) farming
3) production cooperative
2. Which of the following is a commercial organization?
1) limited liability company
2) farming
3) individual entrepreneurship
4) municipal unitary enterprise
3. Read the text below with a number of words missing. Choose from the proposed list of words that you want to insert in place of the gaps.
Entrepreneurial law is a complex ____________________ (A) law, the norms of which regulate relations in the field of organization, implementation of entrepreneurial activity and its management. ____________________ (B) business law are individuals, ____________________ (C), the state. Entrepreneurial law refers to the area of regulation of ____________________ (D) law. The main ____________________ (D) of business law are ____________________ (E), the Civil Code of the Russian Federation, other laws, for example, “On the Protection of Consumer Rights”.
The words in the list are given in the nominative case. Each word (phrase) can only be used once.
Choose sequentially one word after another, mentally filling in each gap. Note that there are more words in the list than you need to fill in the gaps.
1) sources
2) The Constitution of the Russian Federation
3) private
4) Family Code of the Russian Federation
5) objects
6) legal entities
7) public
8) industry
9) subjects
Write under each letter the number of the word you have chosen.
Transfer the resulting sequence of numbers to the answer sheet.
Homework
Textbook, § 6. Task 5 and questions for self-examination. Work on an essay (based on the work in the USE materials). The topic is “Reflections on the statements of prominent people presented in the heading “Thoughts of the Wise”.
Students who have shown interest in the topic: the project "Legal literacy of Russian citizens in the field of business law (sociological survey)".
Round table on the topic:
« Organizational and legal forms of entrepreneurial activity in the Russian Federation”.
Goals :
- to consolidate students' knowledge about the forms of entrepreneurial activity;
- form ideas about the legislation on the organization of entrepreneurship
- improve skillsthe ability to work in groups and independently find the necessary information to solve certain problems.
Equipment: extracts from the Civil Code of the Russian Federation, model charter of a CJSC, model charter of a JSC, handout.
The duration is 2 hours.
Event plan:
- Review the received set of documents for company registration. Specify the legal form of your company(JSC, CJSC, LLC).
- Choose the type of activity of your future company.
- Come up with the name of the company and enter it in the form of the memorandum of association.
- Calculate the cost of one share (par value of a share) in the authorized capital (write it down on a draft).
- Form the authorized capital of the company:
- enter the name of the founders (companies or individuals),
- indicate in what form each of the founders makes a contribution to the authorized capital;
- evaluate in monetary terms (rubles) the value of the contribution of each founder, the total amount of contributions should be equal to the UK.
- Calculate and enter the number of shares (shares) acquired by each founder.
- For an LLC, determine the profit share of each founder
- Draw up the Articles of Association of the company:
- Enter the city where your company will be registered;
- Full name of the company;
- Postal address of the company;
- Describe the types of activities of the company (the production of which goods (services) or goods (services) you plan to organize and how to sell the manufactured products).
- Enter the amount of authorized capital,
- For OJSC and CJSC. Enter the number and par value of the shares.
- Make a sketch of the company's management scheme.
- In the "Founders" ("Shareholders") field, enter your names.
- Submit your work.
Outcomes and reflection.
What problems did you encounter while doing the work?
Did the lesson help to better understand the theoretical material on this topic;
Have you thought about your business?
Creative task: give an example similar toOrganizational and legal formenterprises (firms) located in the territory of your place of residence.
Used Books:
- Workshop on the basics of economic theory 10-11 class S.I. Ivanov, Moscow, Vita-Press, 2010
- Economics V.S. Avtonomova grade 10-11. Moscow.: Vita-Press, 2008
- Economy I.V. Lipsitsa 10-11 class. Moscow: Vita-Press, 2010
Handout:
Closed Joint Stock Company
Closed Joint Stock Company
100 000 cash and other deposits
n\n | Founder | Contribution type | Contribution amount | Number of shares |
I T O G O | 100 000 | 1000 |
||
MEMORANDUM OF ASSOCIATION
Open joint-stock company
ARTICLE 1. In accordance with the Civil Code of the Russian Federation, adopted by the State Duma of the Russian Federation on October 21, 1994. Participants createPublic corporation__________________________________________________________________________________________, hereinafter referred to as the "Company".
ARTICLE 2. The main objectives of the Company's activities are:
Making a profit by saturating the consumer market with goods and services.
ARTICLE 3. The subject of the Society's activity is:
Production and sale of consumer goods and industrial and technical products, including through its own distribution network;
Performance of trade-purchasing, trade, intermediary, barter and other operations, opening of commercial commission stores and other trade enterprises;
ARTICLE 4. The authorized capital of the Company is made up of the nominal value of ordinary shares acquired by shareholders. The Company creates an authorized capital in the amount of 1 000 000 rubles, which is a setcash and other depositsParticipants. The authorized capital is divided into one thousand (1000) ordinary shares of equal par value.
n\n | Founder | Contribution type | Contribution amount | Number of shares |
I T O G O | 1 000 000 | 1000 |
||
ARTICLE 5 This Agreement is valid without limitation of terms and comes into force from the date of state registration of the Company.
MEMORANDUM OF ASSOCIATION
ARTICLE 1. In accordance with the Civil Code of the Russian Federation, adopted by the State Duma of the Russian Federation on October 21, 1994. Participants createLimited Liability Company__________________________________________________________________________________________, hereinafter referred to as the "Company".
ARTICLE 2. The main objectives of the Company's activities are:
Making a profit by saturating the consumer market with goods and services.
ARTICLE 3. The subject of the Society's activity is:
Production and sale of consumer goods and industrial and technical products, including through its own distribution network;
Performance of trade-purchasing, trade, intermediary, barter and other operations, opening of commercial commission stores and other trade enterprises;
ARTICLE 4. The authorized capital of the Company is made up of the value of the contributions of its Members. The Company creates an authorized capital in the amount of 100 000 rubles, which is a setcash and other depositsParticipants. The authorized capital is divided into one hundred (100) equal shares.
n\n | Founder | Contribution type | Contribution amount | Number of shares in the UK | Share in profit (%) |
I T O G O | 100 000 | ||||
ARTICLE 5 This Agreement is valid without limitation of terms and comes into force from the date of state registration of the Company.
CHARTER OF CLOSED JOINT STOCK COMPANY
- GENERAL PROVISIONS
1.1. The Closed Joint Stock Company, hereinafter referred to as the "Company", was established in accordance with the Civil Code of the Russian Federation and the Federal Law of the Russian Federation, "On Joint Stock Companies".
1.3. Full corporate name of the Company in Russian: Closed Joint Stock Company "______________________________________________________________________"
- . PURPOSE AND ACTIVITIES
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
- AUTHORIZED CAPITAL
4. DIVIDENDS
2) Board of Directors;
3) CEO.
CHARTER OF AN OPEN JOINT STOCK COMPANY
G. _____________________________
- GENERAL PROVISIONS
1.1. The Open Joint Stock Company, hereinafter referred to as the "Company", was established in accordance with the Civil Code of the Russian Federation and the Federal Law of the Russian Federation, "On Joint Stock Companies".
1.2. The Company is a legal entity and builds its activities on the basis of this Charter and the current legislation of the Russian Federation.
1.3. Full corporate name of the Company in Russian: Open Joint Stock Company "______________________________________________________________________"
1.4. Mailing address: _________________________________________________ ________________________________________________________________________.
- . PURPOSE AND ACTIVITIES
3.1. The main purpose of the Company's activities is to make a profit.
3.2. In order to receive profit, the Company has the right to carry out any types of activities not prohibited by the legislation of the Russian Federation, including:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
- AUTHORIZED CAPITAL
3.1. The authorized capital of the Company is made up of the nominal value of the Company's shares acquired by the shareholders (outstanding shares).
The authorized capital of the Company is _____________________ rubles.
- The Company has placed ordinary shares with the same par value of __________ (the par value of one share is indicated) rubles each,
in the amount of _____________ (quantity is indicated) pieces
for the total amount at a nominal value of ________________________ rubles.
4. DIVIDENDS
7.1. Based on the results of the first quarter, six months, nine months of the financial year and (or) based on the results of the financial year, the Company has the right to make decisions (announce) on the payment of dividends on placed shares.
5. MANAGEMENT BODIES OF THE COMPANY
5.1. The management bodies of the Company are:
1) General meeting of shareholders;
2) Board of Directors;
3) CEO.
CHARTER
Limited liability companies
G. _____________________________
- GENERAL PROVISIONS
1.1. The Limited Liability Company, hereinafter referred to as the "Company", was established in accordance with the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Limited Liability Companies" No. 14-FZ dated 08.02.98
1.2. The Company is a legal entity and builds its activities on the basis of this Charter and the current legislation of the Russian Federation.
1.3. Full corporate name of the Company in Russian: Limited Liability Company "______________________________________________________________________"
1.4. The society is a commercial organization.
1.5. Mailing address: _________________________________________________ ________________________________________________________________________.
- OBJECTIVES AND SUBJECT OF ACTIVITY
2.1. The goals of the Company's activities are to expand the market for goods and services, as well as to make profit.
2.2. The Company has the right to carry out any activities not prohibited by law. The subject of the Society's activity is:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
as well as the implementation of other works and the provision of other services that are not prohibited and do not contradict the current legislation of the Russian Federation.
- AUTHORIZED CAPITAL
4.1. The authorized capital of the Company determines the minimum amount of property that guarantees the interests of its creditors, and amounts to ____________________ rubles,
- SOCIETY MANAGEMENT. GENERAL MEETING OF PARTICIPANTS
4.1. The supreme management body of the Company is the General Meeting of Participants. Once a year, the Society holds an annual General Meeting.
The General Meetings of Participants held in addition to the annual General Meetings are extraordinary.
The general management of the Company is carried out by the Board of Directors of the Company, with the exception of resolving issues referred by this Charter to the exclusive competence of the General Meeting of Participants.
The sole executive body is the General Director. The Board is the collegial executive body.
MANAGMENT STRUCTURE
_________________________________________
« ___________________________________________________________________________»
Founders:
__________________________
__________________________
__________________________
__________________________
__________________________
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