Paragraph 5 legal basis of entrepreneurial activity. Legal foundations of entrepreneurial activity. These measures include

In the legal system business law is formed from the norms of various branches of law: constitutional (state), civil, labor, financial, administrative, criminal, tax, etc.

The legal basis for entrepreneurial activity is Constitution of the Russian Federation, adopted on December 12, 1993 and representing the legal basis for all current legislation. The Basic Law guarantees the unity of the country's economic space, the free movement of goods, services and financial resources, support for competition, and freedom of economic activity. Private, state and municipal forms of property are recognized and protected equally. The Constitution has the highest legal force, direct effect and is applied throughout the Russian Federation.

Laws and other legal acts adopted in the Russian Federation must not contradict the Constitution of the Russian Federation.

The Constitution of the Russian Federation defines the main economic and legal problem - property problem, installed variety of forms of ownership and the need for their registration.

According to the Constitution private property protected by law. Guarantees of freedom of economic activity have been established, and the mechanism of market relations has been established. The creation and functioning of a single all-Russian market, the free movement of goods, services and financial resources throughout Russia, the support and development of fair competition, and the prevention of economic activity aimed at creating a monopoly are guaranteed.

The only monetary unit circulating on the territory of the Russian Federation is declared "ruble". The Bank of Russia is obliged to protect the Russian currency and ensure its stability. For the first time, Russia was proclaimed a social state, the policies of which, incl. in the field of economics and entrepreneurship, serves to create conditions for the free development of man.

Business law is a complex branch of legislation regulating business activities. The basis of this branch of legislation is civil law regulating relations between people engaged in entrepreneurial activities or participating in it (Clause 1, Article 2 of the Civil Code of the Russian Federation).

Relationships between entrepreneurs formalized treaties, and the obligations arising in connection with this are the subject of civil law.

The main area in business law is legal relations that develop in the process of activities aimed directly at making a profit. The norms of business law establish the rules of economic activity.

The sources of business law are numerous, complex and contradictory. These include: the Constitution of the Russian Federation, civil legislation and other acts containing civil law norms, business customs, generally recognized principles and norms of international law and international treaties of the Russian Federation.

Almost all branches of law are involved in the regulation of business activities. Thus, entrepreneurial property relations serve as an important element of the subject of civil law.

LEGAL BASIS OF BUSINESS ACTIVITY 1. The concepts of “business” and “entrepreneurship”. 2. Sources of business law and legal principles for regulating entrepreneurship in the Russian Federation. 3. Organizational and legal forms of entrepreneurship. 4. How to open your own business.

BUSINESS is an activity related to the production of goods and services and carried out by owners of capital with the aim of generating profit or other forms of income ENTREPRENEURSHIP is an initiative, independent activity associated with risk, responsibility and innovation for the production of goods and services, carried out by owners of capital, recipients of credit and tenants for the purpose of creating profit

o What problems does an entrepreneur have to solve to achieve success in business? o What factors (exogenous and endogenous) should an entrepreneur take into account? o Which ones do you think are most important? BUSINESS RISK is the probability of an entrepreneur losing all (or part of) income or property as a result of certain production and financial activities.

TYPES OF RISKS Exogenous Endogenous Industrial Commercial Financial Loss of prestige Acceptable Critical Catastrophic WAYS OF RISK REDUCTION Business planning Expertise (audit) Operational information Incorporation Creation of subsidiaries and consortiums Insurance Regulation of legal relations

BUSINESS LEGAL RELATIONS – public relations in the field of business activity, as well as related non-commercial relations and relations related to state regulation of a market economy

SOURCES OF ENTERPRISE LAW CONSTITUTION OF THE RF CODES OF THE RF Civil Tax Budgetary On administrative offenses Criminal LAWS OF THE RF “On joint stock companies” “On production cooperatives” “On financial and industrial groups” “On state. registration of legal entities and individual entrepreneurs” “On licensing of certain types of activities”, etc.

LEGAL PRINCIPLES OF ENTERPRISE REGULATION Read and copy from the textbook: p. 56 -57 HOMEWORK: ü paragraph 5, p. 54 -57, ü questions and tasks for the document, p. 65; ü lesson summary.

ENTITIES OF BUSINESS RELATIONS COMMERCIAL ORGANIZATIONS (LEGAL ENTITIES) Business partnerships: CITIZENS - Full partnerships; (PHYSICAL - limited partnerships. PERSONS) Business companies: - Limited liability companies; Individual entrepreneur - Companies with additional liability; Farmers - Joint stock companies. farming Production cooperatives. STATE State and municipal unitary enterprises Joint-stock companies

Organizational and legal forms of entrepreneurial activity Organizational and legal form Participants Individual entrepreneur Individuals 1 without formation of a legal entity (citizens) persons (IPBOYUL) Constituent documents ----- Capital Responsibility For all obligations Not specified is responsible with its property

Organizational and legal form General partnership 2 Participants Individual entrepreneurs and/or commercial organizations Constituent documents Founding agreement Capital Responsibility For all obligations they are liable with their non-disclaimer ren jointly and severally, subsidiary (from the Latin reserve) liability

Organizational and legal form Participants Constituent documents Capital Individual entrepreneurs, commercial partnership organizations, Limited partnership Non-participant 3 (limited investors (individuals and legal entities) persons - not limited entrepreneurs) Responsibility For all obligations of individual entrepreneurs and legal entities. persons are jointly and severally liable with their property, participant-investors – within the limits of the contributions made

Organizational and legal form Limited Liability Company (LLC) Participants Individuals and legal entities (citizens) and commercial organizations Constituent documents Capital At least one hundred Charter, minimum Constituent wage agreement (minimum wage) Responsibility For all obligations in within the value of the deposits made. They do not answer with their property

Organizational and legal form Company with additional 5 liability (ALC) Participants Individuals and legal entities (citizens) and commercial organizations Constituent documents Capital Liability Subsidiary liability. For at least all one hundred Charter obligations, the founders are responsible in equal shares to multiples of the contract amount of payment for contributions made, labor, including their property

Organizational and legal form Participants Individuals and public legal entities joint stock (citizens) and 6 commercial companies (OJSC) organizations Constituent documents Capital Charter At least one thousand minimum wages Liability The shareholder is not liable for the obligations of the company

Organizational and legal form Participants Individuals and legal entities Closed (citizens) and joint stock commercial 7 company organizations according to (CJSC) number of issued shares Constituent documents Capital Charter At least one hundred minimum wages Liability The shareholder is not liable for the obligations of the company

Organizational and legal form Production 8 cooperative (artel) Participants Individuals and legal entities (citizens) - at least 5 people Constituent documents Charter Capital Responsibility For all monetary obligations and are responsible for their property with property, these subsidiary share liability contributions

Organizational and legal form Participants State bodies. State and administration or municipal bodies 9 local unitary self-government organizations and appoint enterprise management Constituent documents Capital Responsibility Charter Is state or municipal property Respectively: 5000 and 1000 minimum wages Responsible to state or municipal authorities

MBOU "Drovosechenskaya Secondary School"

“Legal basis of entrepreneurial activity”

Teacher: Karlova E.V.

2012-2013 academic year

Purpose of the lesson: to introduce students to the legal foundations of entrepreneurial activity and the main organizational and legal forms of entrepreneurship.

Lesson objectives for students: students should know the terms “entrepreneurship”, “partnership”, “joint stock company”; know the organizational and legal forms of entrepreneurship, the principles of entrepreneurship, the main sources of entrepreneurship.

During the classes:

1.Organizational moment

2. Homework survey on the topic: “Firms in economics”

What is a company?

The production process is the transformation of factors of production into goods and services. Name the factors of production and give them a brief description.

The activity of a company makes sense only if it makes a profit. Any company has to cover its costs.

Economic and accounting costs and profits

Fixed and variable production costs.

The amount of profit is influenced not only by production costs, but also by the amount of taxes paid. Taxes paid by businesses.

Checking task 1.

3. Study the topic (Slide 1)

1) LEGAL BASIS OF ENTREPRENEURSHIP

People who want to open their own business or start a business often turn to lawyers for advice, and this is not surprising. The concept of business (or) has recently but firmly entered our lives.

(Slide 2)

Entrepreneurship is an independent initiative economic activity aimed at making a profit.

The development of market relations in Russia has prompted a significant number of people to engage in economic activity. This was largely due to the desire of those engaged in entrepreneurial activity to survive, not to get lost in the difficult conditions of a changed life, and to find their place in the new structure of socio-economic relations. Not everyone was expected to succeed; not every entrepreneur managed to maintain and increase their income. Currently, entrepreneurship is increasing its importance: freedom of entrepreneurship not only successfully reveals the creative powers of producers, but also ensures the effective development of the country's economy.

Economists call entrepreneurial abilities the fourth factor of production, emphasizing their importance for the successful combination and use of all other factors (land, labor, capital). Everything that an entrepreneur produces (goods, services) is intended for consumption by society. It is necessary to emphasize here that the economic and social aspects of entrepreneurship are closely related. The entrepreneur produces products and, driven by the desire to make a profit, finds new production opportunities (economic aspect), while in the process of labor activity the living conditions of people and social relations are reproduced (social aspect).

What does the business climate in a country depend on? What is the role of the state in supporting and developing entrepreneurship? We can name several conditions for the successful development of entrepreneurial activity on a national scale: economic freedom, maintaining a competitive environment in the economy, creating a legal framework for the development of entrepreneurship. “Civilized” entrepreneurship is distinguished from “wild” entrepreneurship by the degree to which the rights of both entrepreneurs and consumers are protected by law. In modern Russian legislation, business law is an independent branch of law.

Entrepreneurial relations- public relations in the field of entrepreneurial activity, as well as related non-commercial relations and relations related to state regulation of a market economy, are regulated by a fairly wide range of laws and regulations.

(Slide 3)

The sources of business law are the Russian Federation, a number of Codes of the Russian Federation: Civil, Tax, Budgetary, On Administrative Offences, Criminal. Certain issues are regulated by federal laws. Laws establishing state requirements for entrepreneurial activity are, for example, the Laws of the Russian Federation “On State Registration of Legal Entities and Individual Entrepreneurs”, “On Licensing of Certain Types of Activities”. The legal status of individual participants in entrepreneurial activity is established by the Federal Laws “On Joint Stock Companies”, “On Production Cooperatives”, “On Financial and Industrial Groups”. The list of legislative acts goes on and on.

Students' work with the document (Civil Code).

According to paragraph 1 of Article 2 of the Civil Code of the Russian Federation, entrepreneurial activity is recognized as “independent activity carried out at one’s own risk, aimed at systematically obtaining profit from the use of property, sale of goods, performance of work or provision of services by persons registered in this capacity in the manner prescribed by law.”

(Slide 4)

The legal regulation of entrepreneurship is based on a number of basic legal principles. Let's identify some of them.

Principlefree economic activityproclaimed in Article 34 of the Constitution of the Russian Federation.

Working with the document (Constitution)

At the same time, freedom can be limited if required by the protection of the constitutional order, morality, health, environmental safety, etc.

Think about what you cannot do as a business activity.

Principlesupporting fair competition and non-business activityaimed at monopolizing the market, was developed in a number of laws. The problem of market monopolization arose almost simultaneously with the transition to a market economy.

Remember what competition and monopoly are.

The principle of diversity of forms of ownership, their legal equality and equality of their protection is enshrined in Article 8 of the Constitution of the Russian Federation.

Student work with the document (Constitution)

2) ORGANIZATIONAL AND LEGAL FORMS OF ENTREPRENEURSHIP
Participants in a business legal relationship are called subjects of business law. Who can be a subject of business law? In what form is it better to open your own business? Entrepreneurial activities of citizens can be formalized either as individual entrepreneurship or as a farm. The organizational and legal forms in which commercial organizations can exist are very diverse: these are business partnerships (general partnerships and limited partnerships), business partnerships (limited liability companies, additional liability companies, joint stock companies), production cooperatives. The state can participate in entrepreneurial activity through state and municipal unitary enterprises and joint-stock companies. Let's look at the most common forms of entrepreneurship.

(Slide 5)

Students work with a table.

The concept "individual entrepreneur“registered without forming a legal entity” (IPBOYUL) is used quite widely today. Article 23 of the Civil Code of the Russian Federation determines that a citizen has the right to engage in entrepreneurial activity without forming a legal entity from the moment of state registration. An individual entrepreneur has a wide range of rights: he can register his trademark or service mark, and operate under a company name. Like any commercial organization, it has the right to use hired labor in accordance with current legislation. The official status of an individual entrepreneur means his recognition by the state and the creation of favorable conditions for his business activities (non-interference, legal protection), but at the same time it provides for the presentation of certain requirements to him (reporting, taxation). Qualification requirements may also be presented to an entrepreneur, for example, if he is engaged in private security activities, teaching, etc. This form of entrepreneurial activity has significant advantages: a person is his own boss (that’s why it is an individual business), state registration takes place in The simplest option does not require a significant start.

However, the risks are also great: an individual entrepreneur bears full property liability - he is liable for his obligations with all the property belonging to him. Perhaps this is why quite often they try to engage in entrepreneurial activity without official registration - for example, to produce “handicraft” things, to trade without permission - but such activity is illegal!

The form of organization of legal entities ispartnership. The capital in the organization is divided into shares (contributions) of the founders; founders of partnerships can only be individual entrepreneurs (not just citizens!) and commercial organizations; the minimum number of participants is 2. The Civil Code of the Russian Federation distinguishes between two forms of partnerships: general partnership and limited partnership.

In a full partnership, the participants are not only responsible for the debts of the partnership with their property, but are also jointly and severally responsible for each other: “one for all and all for one.” The minimum amount of capital required to form a general partnership is not established, which is easy to explain: the responsibility that its participants bear is quite sufficient. A participant who leaves the partnership is liable for the obligations of the partnership for another two years.

In a limited partnership, in addition to the participants who are liable for the obligations of the partnership with all their property, there are several participant-investors who bear the risk of losses only within the limits of their contributions and do not take part in the partnership’s business activities. An investor in a limited partnership has the right to receive a portion of the profits due to his share. The investor (unlike the participant) has the right to leave the partnership at any time and receive his contribution.

Let's try to find strengths and weaknesses in partnerships (whatever form they may be). Let's start with organizational difficulties: in order for a citizen to create a partnership, he must first register as an individual entrepreneur. Partnership requires maximum trust between partners (the name itself is not accidental). The responsibility is also great: you have to answer not only for yourself, but also for your “comrade”, and, possibly, with your property. However, the partnership form inspires more confidence than other forms of business, both among clients and creditors.

Founderslimited liability companies (LLC)There can be both citizens and legal entities (the minimum number of participants is 1, the maximum is 50). The authorized capital of an LLC consists of the value of the participants' shares and determines the minimum amount of property of the created organization. It must be at least 100 times the minimum wage. The capital is divided into shares among the participants of the LLC in accordance with the constituent documents (there will be as many shares as there are participants in the LLC, and their shares may be unequal). Contributions to the authorized capital can be money, securities, or material assets. If one of the LLC participants expressed a desire to leave the company, then it is obliged to make settlements with him, i.e., pay the value of his share. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the LLC only to the extent of the value of the contributions they made. It is this form of entrepreneurship that occurs most often - many things seduce: wide opportunities in determining the participants of the future LLC; a relatively simple procedure for leaving society; a certain “irresponsibility” - the maximum risk corresponds to the size of the entrepreneur’s contribution. True, we should not forget that to create an LLC, a charter is required, the minimum size of which is specified.

Joint-Stock Company- another form of commercial organization. The authorized capital of the company is divided into a certain number of shares, which certify the obligations of the joint-stock company to its shareholders. The founders, as in the case of an LLC, can be both citizens and legal entities. A joint stock company can be open (OJSC), then it is possible to carry out an open subscription for issued shares and freely sell shares. In a closed joint-stock company (CJSC), shares, as a rule, are distributed only among participants; subscription to issued shares and their free sale are not carried out. The authorized capital of an open joint-stock company must be at least 1000 times the minimum wage, a closed joint-stock company - at least 100. A shareholder can leave the company by selling his shares. Participants in a joint-stock company (shareholders) are not liable for the company’s obligations, but bear the risk of losses only within the limits of the value of the shares they own. The pros and cons of joint stock companies and limited liability companies are quite similar.

have a very special statusstate and municipal unitary enterprises- these are commercial organizations that are not vested with the right of ownership of the property assigned to them. The property of a unitary enterprise is indivisible (hence the name “unitary”). The head of such an enterprise is its sole executive body. The procedure for appointing and removing a unitary manager (director, general director) and other issues are determined by the Charter of the enterprise. The real estate of a unitary enterprise cannot be sold, leased, etc. d., since it is not the property of the enterprise, but state or municipal property.

There are other organizational and legal forms of entrepreneurial activity. You've decided to become an entrepreneur - where to start?

3) HOW TO OPEN YOUR OWN BUSINESS

(Slide 6)

The difficult decision to start your own business will require serious effort from the entrepreneur. Let's try to highlight the stages through which any entrepreneur will move towards the realization of his ideas. By the way, about ideas: the decisive stage of creating your own business will be the very first - the justification of entrepreneurial ideas, since it is at this stage that the economic interest and motives for future entrepreneurial activity are revealed. At the same time, the desire to earn money should be based on a simple market principle: find a need and satisfy it. For example, it is unlikely that anyone will be interested in your desire to start producing paper airplanes - most likely, they will not be in demand. We need to come up with something more original: for example, along with foreign-style fast food establishments, all kinds of pie and pancake shops quickly appeared in Russia.

You have decided what you will do. What to do next? For those who decide to create a commercial organization, it is necessary to determinecomposition of the founders and choose the organizational and legal form of the future organization. The founders of the company can be both individuals and legal entities. Of course, it’s good if the founders are like-minded people and enthusiasts of their business - then the likelihood of success increases. You already know that there are rules regarding the composition and number of founders. For example, a business company can be created by one person; the number of shareholders of a closed company cannot exceed 50 people, and the number of shareholders of an open joint-stock company is not limited. There are other restrictions: civil servants cannot be founders. You are already familiar with some possible organizational and legal forms. The founders have the right to choose any of them.

An important matter is the developmentname of the commercial organization. According to Article 54 of the Civil Code of the Russian Federation, a legal entity must have its own name, which necessarily includes its organizational and legal form. For example, Vera LLC. A company name can be represented by a first or last name, can reflect the nature of the activity, or can be arbitrary - the imagination here is almost limitless. To prevent names from being repeated, there is a procedure for mandatory preliminary verification of the uniqueness and originality of the name. A special procedure has been established for the use of the words “Russia” and “Russian Federation” in the names of commercial organizations - for this you will need additional permission. Why do you think this was done?

Next stage -registration of constituent documents. If in doubt, it is better to consult with specialists. As for the constituent documents, for cooperatives, unitary enterprises, and joint-stock companies, such a document is the Charter. For partnerships, you will need to draw up a Memorandum of Association. For limited and additional liability companies, it is necessary to draw up both the Charter and the Memorandum of Association. Let's clarify what these documents are.

Charter (set of norms and rules)includes such sections as general provisions, goals and subject matter of activity, characterizes the material and technical base and means of the enterprise, management and control bodies, describes the production, financial and economic activities of the enterprise, provides for the conditions for reorganization and termination of the activities of the created organization.

Memorandum of association(an agreement between two or more parties) establishes the legal status of the enterprise being created, fixes the authorized capital and the procedure for its formation, establishes the procedure for the distribution of income, and the responsibilities of the parties. Being a multilateral document, the agreement is signed by the individuals and legal entities that entered into it. Approximate examples of the necessary constituent documents of the organizational and legal form of entrepreneurship you have chosen can be found in legal reference publications.

The final stage of creating your own business will bestate. Absolutely all legal entities are subject to state registration with the authorized state body - the Federal Tax Service. Data on all created legal entities is entered into the state register; by the way, data on the reorganization or liquidation of the company is also entered into the same register. To register the organization being created, you must provide the following documents:

- application for state registration in the approved form. It confirms, among other information, that the submitted constituent documents comply with the requirements established by the legislation of the Russian Federation and the information specified in them is reliable. The applicant's signature must be notarized;
- decision to create a legal entity. This may be a protocol of the meeting of founders, a constituent agreement or another document in accordance with the legislation of the Russian Federation;
- constituent documents of a legal entity (originals or notarized copies);
- document confirming payment of state duty.

Individual entrepreneurs are registered with the tax authorities at their place of residence. To do this, the entrepreneur personally submits an application for state registration in the prescribed form; a copy of the main document confirming his identity (passport); document confirming payment of state duty.

The state registration process should not take more than 5 working days from the date of submission of documents. Based on the decision on state registration, information about the newly created legal entity or individual entrepreneur is entered into the relevant state registers; after which the applicant is issued a document confirming this fact - a Certificate of Registration. Can you be refused registration? The answer is found in Article 51 of the Civil Code of the Russian Federation, which states that refusal of registration can only be justified by a violation of the procedure established by law for the formation of a commercial organization or non-compliance of the constituent documents with the law. They cannot refuse you because your activity is “not needed by anyone.”

The fact that state registration has been completed is not enough. It is necessary to make a seal, the sketch of which is also registered and entered into the appropriate register. The state keeps records of existing legal entities: all organizations are required to register with statistical authorities, where the legal entity is assigned the appropriate codes. Only after this can you open a bank account. Individual entrepreneurs are also required to provide data to the State Statistics Committee of Russia. The Tax Code of the Russian Federation requires all legal entities and individual entrepreneurs to make timely payments. To do this, you need to register with the tax authorities, for which you will receive a corresponding Certificate of Registration. It is also necessary to register with state non-budgetary social funds: pension, employment, state social insurance, health insurance. It is through these funds that pensions will be calculated and sick leave paid.

For certain types of business, special state control is required, then you need another document - a license - a special permit to carry out a certain type of activity, subject to mandatory compliance with the requirements and conditions. According to the Law of the Russian Federation “On Licensing of Certain Types of Activities,” educational, stock exchange, insurance and other types of activities are subject to licensing.

And now the documents on state registration have been collected, a license has been obtained, if necessary, which means you can start working in peace. Difficult? Troublesome? Yes! However, if you think about it, such serious control over business activities by the state should protect consumers from all kinds of low-quality products, dishonest services and fraud. Perhaps the current legislation is imperfect. The amount of paperwork required to organize your business seems simply enormous. And today this is one of the obstacles to the further development of entrepreneurship in Russia. But let’s remember: relatively recently, the concept of “” sounded like something obscene, and there was no business law at all. So things are changing, and very quickly.

An insidious thought may come to mind: how to do without state registration?

Let us turn to the current legislation: carrying out business activities without state registration is an offense and entails administrative or criminal liability. Proper legal registration of your activities and knowledge of the intricacies of legal regulation in this area will not only allow you to obtain the appropriate status in society, but will also lead to increased efficiency of business activities.

4. Consolidation of the studied material
1).What is entrepreneurship?
2) . Give a definition of entrepreneurial legal relations. What laws govern business relations?

3). What principles underlie business law? Please comment on them.

4).Name the main organizational and legal forms of entrepreneurship.
5). Assignment: Think about what kind of business you could open. Based on the material in the paragraph, select the organizational and legal form for carrying out business activities. Justify your choice

6) . Make a memo “For a beginning entrepreneur.” Indicate what documents need to be collected and where to register in order to open your own business.

5. Homework: learn paragraph 5

Documentation

Article 1 of the Civil Code

Entrepreneurial activity is recognized as “independent activity carried out at one’s own risk, aimed at systematically obtaining profit from the use of property, sale of goods, performance of work or provision of services by persons registered in this capacity in the manner prescribed by law”

Article 34 of the Constitution

“Everyone has the right to freely use their abilities and property for entrepreneurial and other economic activities not prohibited by law.”

Article 8 Constitution

“In the Russian Federation, private, state, municipal and other forms of property are recognized and protected equally.” Priorities and preferences in the protection of one or another form of property cannot be established. The variety of forms of ownership has developed in various organizational forms of entrepreneurial activity.

From the Code of the Russian Federation on Administrative Offenses

Article 14.1.Carrying out business activities without state registration or without special permission ()

1. Carrying out entrepreneurial activities without state registration as an individual entrepreneur or without state registration as a legal entity - shall entail the imposition of an administrative fine in the amount of from five to twenty times the minimum wage.<...>

From the Criminal Code of the Russian Federation

Article 171.Illegal entrepreneurship 1. Carrying out business activities without registration or in violation of registration rules, as well as submitting documents containing knowingly false information to the body that carries out state registration of legal entities, or carrying out business activities without a special permit (license) in cases where such permission (license) is obligatory, or in violation of licensing requirements and conditions, if this act caused major damage to citizens, organizations or the state or is associated with the extraction of income on a large scale* - is punishable by a fine in the amount of three hundred to five hundred times the minimum wage... or by compulsory labor for a term of one hundred eighty to two hundred and forty hours... or by imprisonment for a term of up to three years.

The principle of diversity of forms of ownership, their legal equality and equality of their protection is enshrined in Article 8 of the Constitution of the Russian Federation: “In the Russian Federation, private, state, municipal and other forms of property are recognized and protected equally.” Priorities and preferences in the protection of one or another form of property cannot be established. The variety of forms of ownership has developed in various organizational forms of entrepreneurial activity.

ORGANIZATIONAL AND LEGAL FORMS OF ENTREPRENEURSHIP

Participants in a business legal relationship are called subjects of business law. Who can be a subject of business law? In what form is it better to open your own business? Entrepreneurial activities of citizens can be formalized either as individual entrepreneurship or as a farm. The organizational and legal forms in which commercial organizations can exist are very diverse: these are business partnerships (general partnerships and limited partnerships), business companies (limited liability companies, additional liability companies, joint stock companies), production cooperatives. The state can participate in entrepreneurial activity through state and municipal unitary enterprises and joint-stock companies. Let's look at the most common forms of entrepreneurship.

The concept " individual entrepreneur “registered without forming a legal entity” (IPBOYUL) is used quite widely today. Article 23 of the Civil Code of the Russian Federation determines that a citizen has the right to engage in entrepreneurial activity without forming a legal entity from the moment of state registration. An individual entrepreneur has a wide range of rights: he can register his trademark or service mark, and operate under a company name. Like any commercial organization, it has the right to use hired labor in accordance with current legislation. The official status of an individual entrepreneur means his recognition by the state and the creation of favorable conditions for his business activities (non-interference, legal protection), but at the same time it provides for the presentation of certain requirements to him (reporting, taxation). Qualification requirements may also be presented to an entrepreneur, for example, if he is engaged in private security activities, teaching, etc. This form of entrepreneurial activity has significant advantages: a person is his own boss (that’s why it is an individual business), state registration takes place in The simplest option does not require significant start-up capital.

The form of organization of legal entities is partnership . The capital in the organization is divided into shares (contributions) of the founders; founders of partnerships can only be individual entrepreneurs (not just citizens!) and commercial organizations; the minimum number of participants is 2. The Civil Code of the Russian Federation distinguishes between two forms of partnerships: general partnership and limited partnership.

Founders limited liability companies (LLC) There can be both citizens and legal entities (the minimum number of participants is 1, the maximum is 50). The authorized capital of an LLC consists of the value of the participants' shares and determines the minimum amount of property of the created organization. It must be at least 100 times the minimum wage. The capital is divided into shares among the participants of the LLC in accordance with the constituent documents (there will be as many shares as there are participants in the LLC, and their shares may be unequal). Contributions to the authorized capital can be money, securities, or material assets. If one of the LLC participants expressed a desire to leave the company, then it is obliged to make settlements with him, i.e., pay the value of his share. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the LLC only to the extent of the value of the contributions they made. It is this form of entrepreneurship that occurs most often - many things seduce: wide opportunities in determining the participants of the future LLC; a relatively simple procedure for leaving society; a certain “irresponsibility” - the maximum risk corresponds to the size of the entrepreneur’s contribution. True, we should not forget that to create an LLC, an authorized capital is required, the minimum amount of which is stipulated.

Joint-Stock Company - another form of commercial organization. The authorized capital of the company is divided into a certain number of shares, which certify the obligations of the joint-stock company to its shareholders. The founders, as in the case of an LLC, can be both citizens and legal entities. A joint stock company can be open (OJSC), then it is possible to carry out an open subscription for issued shares and freely sell shares. In a closed joint-stock company (CJSC), shares, as a rule, are distributed only among participants; subscription to issued shares and their free sale are not carried out. The authorized capital of an open joint-stock company must be at least 1000 times the minimum wage, a closed joint-stock company - at least 100. A shareholder can leave the company by selling his shares. Participants in a joint-stock company (shareholders) are not liable for the company’s obligations, but bear the risk of losses only within the limits of the value of the shares they own. The pros and cons of joint stock companies and limited liability companies are quite similar.

have a very special status state and municipal unitary enterprises - these are commercial organizations that are not vested with the right of ownership of the property assigned to them. The property of a unitary enterprise is indivisible (hence the name “unitary”). The head of such an enterprise is its sole executive body. The procedure for appointing and removing the head of a unitary enterprise (director, general director) and other issues are determined by the Charter of the enterprise. The real estate of a unitary enterprise cannot be sold, leased, etc. d., since it is not the property of the enterprise, but state or municipal property.

There are other organizational and legal forms of entrepreneurial activity. You've decided to become an entrepreneur - where to start?

HOW TO OPEN YOUR OWN BUSINESS

You have decided what you will do. What to do next? For those who decide to create a commercial organization, it is necessary to determine composition of the founders and choose the organizational and legal form of the future organization . The founders of the company can be both individuals and legal entities. Of course, it’s good if the founders are like-minded people and enthusiasts of their business - then the likelihood of success increases. You already know that there are rules regarding the composition and number of founders. For example, a business company can be created by one person; the number of shareholders of a closed company cannot exceed 50 people, and the number of shareholders of an open joint-stock company is not limited. There are other restrictions: civil servants cannot be founders. You are already familiar with some possible organizational and legal forms. The founders have the right to choose any of them.

An important matter is the development name of the commercial organization . According to Article 54 of the Civil Code of the Russian Federation, a legal entity must have its own name, which necessarily includes its organizational and legal form. For example, Vera LLC. A company name can be represented by a first or last name, can reflect the nature of the activity, or can be arbitrary - the imagination here is almost limitless. To prevent names from being repeated, there is a procedure for mandatory preliminary verification of the uniqueness and originality of the organization's name. A special procedure has been established for the use of the words “Russia” and “Russian Federation” in the names of commercial organizations - for this you will need additional permission. Why do you think this was done?

Next stage - registration of constituent documents . If in doubt, it is better to consult with specialists. As for the constituent documents, for cooperatives, unitary enterprises, and joint-stock companies, such a document is the Charter. For partnerships, you will need to draw up a Memorandum of Association. For limited and additional liability companies, it is necessary to draw up both the Charter and the Memorandum of Association. Let's clarify what these documents are.

Charter (set of norms and rules) includes such sections as general provisions, goals and subject matter of activity, characterizes the material and technical base and means of the enterprise, management and control bodies, describes the production, financial and economic activities of the enterprise, provides for the conditions for reorganization and termination of the activities of the created organization.

Memorandum of association (an agreement between two or more parties) establishes the legal status of the enterprise being created, fixes the authorized capital and the procedure for its formation, establishes the procedure for the distribution of income, and the responsibilities of the parties. Being a multilateral document, the agreement is signed by the individuals and legal entities that entered into it. Approximate examples of the necessary constituent documents of the organizational and legal form of entrepreneurship you have chosen can be found in legal reference publications.

The final stage of creating your own business will be state registration . Absolutely all legal entities are subject to state registration with the authorized state body - the Federal Tax Service. Data on all created legal entities is entered into the state register; by the way, data on the reorganization or liquidation of the company is also entered into the same register. To register the organization being created, you must provide the following documents:

Application for state registration in the approved form. It confirms, among other information, that the submitted constituent documents comply with the requirements established by the legislation of the Russian Federation and the information specified in them is reliable. The applicant's signature must be notarized;
- decision to create a legal entity. This may be a protocol of the meeting of founders, a constituent agreement or another document in accordance with the legislation of the Russian Federation;
- constituent documents of a legal entity (originals or notarized copies);
- document confirming payment of state duty.

The fact that state registration has been completed is not enough. It is necessary to make a seal, the sketch of which is also registered and entered into the appropriate register. The state keeps records of existing legal entities: all organizations are required to register with statistical authorities, where the legal entity is assigned the appropriate codes. Only after this can you open a bank account. Individual entrepreneurs are also required to provide data to the State Statistics Committee of Russia. The Tax Code of the Russian Federation requires all legal entities and individual entrepreneurs to timely pay taxes. To do this, you need to register with the tax authorities, for which you will receive a corresponding Certificate of Registration. It is also necessary to register with state non-budgetary social funds: pension, employment, state social insurance, health insurance. It is through these funds that pensions will be calculated and sick leave paid.

And now the documents on state registration have been collected, a license has been obtained, if necessary, which means you can start working in peace. Difficult? Troublesome? Yes! However, if you think about it, such serious control over business activities by the state should protect consumers from all kinds of low-quality products, dishonest services and fraud. Perhaps the current legislation is imperfect. The amount of paperwork required to organize your business seems simply enormous. And today this is one of the obstacles to the further development of entrepreneurship in Russia. But let’s remember: relatively recently, the concept of “business” sounded like something obscene, and there was no business law at all. So things are changing, and very quickly.

An insidious thought may come to mind: how to do without state registration?

PRACTICAL CONCLUSIONS

1 Successful American businessman M. Small, based on his own experience, formulated five rules for achieving an entrepreneurial goal (idea). Perhaps it will help you too:
- Make a decision: “I could make money.” Nowadays in our country a person can become rich.
- In order to earn money, you must think about it constantly - while eating, walking and even at night when you sleep.
- There are many areas of activity in which you can achieve success. Seek and you will find them.
- You will be wrong. But don't be discouraged. Learn from your own and others' mistakes. Start from where you stumbled. Go forward!
- When you settle on an idea, constantly think through it, develop it and don’t leave it until you reach the goal.

2 It’s worth adding one more piece of advice to the above: don’t forget about the legal norms regulating business activities, keep an eye on changes in legislation. This is really important for the successful development of your business: a mistake in legal issues of entrepreneurial activity can cost you too much.

Documentation

From the Code of the Russian Federation on Administrative Offenses (dated December 30, 2001).

Article 14.1. Carrying out business activities without state registration or without special permission ()

1. Carrying out business activities without state registration as an individual entrepreneur or without state registration as a legal entity - entails the imposition of an administrative fine in the amount of from five to twenty times the minimum wage.<...>

Article 171. Illegal entrepreneurship 1. Carrying out business activities without registration or in violation of registration rules, as well as submitting documents containing knowingly false information to the body that carries out state registration of legal entities, or carrying out business activities without a special permit (license) in cases where such permission (license) is obligatory, or in violation of licensing requirements and conditions, if this act caused major damage to citizens, organizations or the state or is associated with the extraction of income on a large scale* - is punishable by a fine in the amount of three hundred to five hundred times the minimum wage... or by compulsory labor for a term of one hundred eighty to two hundred and forty hours... or by imprisonment for a term of up to three years.

* Large-scale income is income the amount of which exceeds two hundred minimum wages.

Questions and tasks for the document

1. Describe the documents presented.
2. Why are there different legal consequences for the same offense (carrying out business activities without registration)?
3. Give an example that would correspond to Article 14.1 of the Code of the Russian Federation on Administrative Offenses.
4. Give an example that would correspond to Article 171 of the Criminal Code of the Russian Federation.

SELF-TEST QUESTIONS

1 . Give a definition of entrepreneurial legal relations. What laws govern business relations?
2. What hinders the development of manufacturing entrepreneurship?
3. What principles underlie business law? Please comment on them.
4 . What does it mean to justify a business idea? Try to give a specific example.
5 . What is the difference between the Articles of Association and the Memorandum of Association?
6. What is a license? What is the purpose of licensing?
7. What does carrying out business activities without state registration entail?

TASKS

1 . Fill out the comparative tables for organizational and legal forms of entrepreneurial activity.

Why should a person open his own business?
What does an entrepreneur risk? Can there be profit without risk?
What about risk without profit?
Can everyone be an entrepreneur?

If you are independent, risk-taking, and creative, then these qualities may eventually help you create your own business. This, of course, is not easy, but it is possible. What does it mean to create your own business in practice? Let's talk about this in more detail.

Legal foundations of entrepreneurship

People who want to open their own business or start a business often turn to lawyers for advice, and this is not surprising. The concept of business (or entrepreneurship) has recently but firmly entered our lives.

Entrepreneurship- is an independent initiative economic activity aimed at making a profit. The development of market relations in Russia has prompted a significant number of people to engage in economic activity. This was largely due to the desire of those engaged in entrepreneurial activity to survive, not to get lost in the difficult conditions of a changed life, and to find their place in the new structure of socio-economic relations. Not everyone was successful; not every entrepreneur managed to maintain and grow their business. Currently, entrepreneurship is increasing its importance: freedom of entrepreneurship not only successfully reveals the creative powers of producers, but also ensures the effective development of the country's economy.

Economists call entrepreneurial abilities the fourth factor of production, emphasizing their importance for the successful combination and use of all other factors (land, labor, capital). Everything that an entrepreneur produces (goods, services) is intended for consumption by society. It is necessary to emphasize here that the economic and social aspects of entrepreneurship are closely related. The entrepreneur produces products and, driven by the desire to make a profit, finds new production opportunities (economic aspect); in the process of labor activity, the living conditions of people and social relations are reproduced (social aspect).

Entrepreneurial relations- public relations in the field of entrepreneurial activity, as well as related non-commercial relations and relations related to state regulation of a market economy, are regulated by a fairly wide range of laws and regulations. The sources of business law are the Constitution of the Russian Federation, a number of Codes of the Russian Federation: Civil, Tax, Budgetary, On Administrative Offences, Criminal. Certain issues are regulated by federal laws. Laws establishing state requirements for entrepreneurial activity are, for example, the Laws of the Russian Federation “On State Registration of Legal Entities and Individual Entrepreneurs”, “On Licensing of Certain Types of Activities”. The legal status of individual participants in entrepreneurial activity is established by the Federal Laws “On Joint Stock Companies”, “On Production Cooperatives”, “On Financial and Industrial Groups”. The list of legislative acts goes on and on.

The principle of free economic activity is proclaimed in Article 34 of the Constitution of the Russian Federation, the text of which reads: “Everyone has the right to freely use their abilities and property for entrepreneurial and other economic activities not prohibited by law.” At the same time, freedom can be limited if it is required by the protection of the constitutional order, morality, health, environmental safety, etc. Think about what you cannot do as a business activity.

The principle of supporting fair competition and the inadmissibility of business activities aimed at monopolizing the market has been developed in a number of laws. The problem of market monopolization arose almost simultaneously with the transition to a market economy. (Remember what laws are aimed at protecting competition.)