Characteristics of state and municipal unitary enterprises. State and municipal unitary enterprises. Reasons for the formation of unitary enterprises

State and municipal unitary enterprises? In Russian legislation, in particular in the Civil Code, there is a definition of this term. In accordance with it, state and municipal unitary enterprises are organizations created for the purpose of solving basic problems and making a profit, but at the same time not being the owners of the property assigned to them.

Only the founder directly has the right to dispose of it. They are called unitary because property cannot be divided into shares, shares, deposits and other parts. The name of this entity must necessarily contain an indication of the owner.

State and municipal unitary enterprises are divided into 2 types. The first is organizations based on It should be noted that this includes unitary enterprises such as municipal ones. They are created after the relevant decision is made by the authorized state body or municipality.

The second type is organizations based on the right of operational management. They can be founded only by decision of the government of the country. State and municipal unitary enterprises in this case have a rather specific legal position. Thus, they are created for the purpose of providing certain services, performing work or producing any products, which is typical for commercial organizations. At the same time, all activities of the enterprise can be based on financing from the budget.

State (municipal) unitary enterprises. Peculiarities

First of all, this type of business entity has special legal capacity. That is, they were created for the purpose of performing certain works, providing services or producing some products, which is a characteristic feature of commercial organizations. However, state and municipal unitary enterprises are not at all limited in their rights to carry out certain transactions. For example, they can rent out vacant premises (unless otherwise provided by the charter and other regulations).

Another feature is that such business entities are individual enterprises.

The third specific feature of this type of enterprise is related to the Civil Code. Particular attention is paid to terminology. In relation to such organizations, the definition of “enterprise” acts as a subject in other cases - it is only an object of legal relations.

Among other things, they can apply for (this includes subsidies, subsidies, and subventions). It is carried out to execute a variety of programs. Preference is given to those with a social orientation.

This leads to the fourth feature. The charter of unitary type business entities must include information about the direct owner of the property, the sources of formation of the authorized capital and the procedure for its formation. It should be noted that the enterprise is not responsible for the obligations of the owner, but he is responsible for the activities of the organization.

Management of unitary enterprises

Here there is a sole manager, and not a collegial body, as happens in other cases. As a rule, this is the director. A person is appointed to this position by the owner or a special body with the appropriate powers.

Advantages and disadvantages of this form of business entities

Let us first consider the positive aspects of unitary enterprises. Firstly, they are designed to solve those issues that are relevant in society at a given moment in time. Secondly, they are more sustainable (compared to other commercial enterprises). This is due to the fact that they, as a rule, operate in industries whose level of profitability is not of interest to them; therefore, there is no competition. In addition, support from the state protects these entities from ruin. Another advantage is timely payment of wages and predictability.

Now, a few words about the shortcomings.

First of all, unitary enterprises are less efficient from an economic point of view. Also, a constant level of remuneration leads to a decrease in productivity and loss of interest on the part of employees, since there is no competent motivational component. It is also important that at these facilities property is often used for personal gain, theft, and there is a high degree of bureaucracy.

Thus, we can say that it is advisable to create unitary enterprises only in those areas where the use of other forms is less effective.

A unitary enterprise (UE) is one that does not have the right to own its own property and is assigned to the owner of this property. Which cannot be distributed among shares or shares, even among employees of this company. Unitarity is a unique model of organizing a particular activity.

Form of ownership of a unitary enterprise

The immediate task of the UP is to resolve issues of national importance on a paid basis.
The main activities of the united companies are:

the need to use property that cannot be privatized by law;
management of bankrupt organizations and provision of their individual types of activities;
carrying out activities related to social security, including the sale of certain goods or
services at the lowest prices.
participation in scientific work that is aimed at ensuring the security and welfare of the state.

According to the current legislation, the founders of the unitary enterprise may be:

state;
subject of the state;
any municipal (city) entity in the country.

Only the government of the country, or the federal executive body, can decide on the creation of a single company. The issue of forming a regional or city single enterprise can be decided by the state authorities in the region or local government. These decisions can be issued only by those government agencies that have the competence to do so.

The state structure of the UP is established:

state government, if the parent company is federal;
by the authority of the state body of the subject of the state, if the unitary enterprise is of regional significance;
local government body, if the enterprise is municipal.

But the founders of unitary organizations transfer to them not only property, but also ratify their charter, which displays the following information:

full and abbreviated;
registration address of the organization;
everything about the direction of its activities;
the owner who transferred the property;
the position of the manager, who he will be;
there will be no appointment to a leadership position;
on the formation and purpose of created funds;
on the use of the profits received.

The main difference between unified companies is that the immediate manager of such an organization does not have the right to enter into a transaction or dispose of property without the permission of the owner.

Forms of unitary enterprises

The main forms of unitary enterprise are divided into state and municipal (regional, city)/ A state unitary institution (SUE) is essentially a trading company that does not have rights to the property provided by the owner. In addition, the property provided is considered indivisible, and in turn cannot be distributed in contributions among the workers of this organization.

The municipal unitary enterprise (MUP) differs from the state in the size of the fund, which is determined by the charter. A regional or city unified company has an authorized capital volume of at least one thousand times the minimum monthly wage, and a state-owned company has a volume of at least five thousand times the minimum monthly wage.

These two forms of unitary enterprises are divided into two types of activities that are carried out:

on the basis of timely (operational) management (state organizations);
on the right of economic management.

The type of organization operating on the basis of operational management must necessarily indicate that the institution is state-owned.

State institutions based on the right of economic management are created mainly for the production of goods and the provision of various services. Also, a distinctive feature of such legal entities (commercial firms) is that they have the right to conclude all kinds of transactions. This includes renting out unused premises.

There are several other forms of UE:

production;
agricultural;
private;
communal.

A production organization is a society of people based on voluntary membership of a single labor and commercial activity. The fund is formed from the share contributions of the participants.

A feature of a private unitary enterprise (PUE) is that the owner of the property does not bear any responsibility to the PUE, except for the bankruptcy of the organization through his fault.

A communal unitary enterprise can only be formed by a local government body that has the competence to do so. Also, the formed communal property will be included directly in his area of management.

Property of unitary enterprises

The property of the unitary enterprise belongs to the state, a subject of the state, a regional or city formation in accordance with economic management, and is in its ownership.

A state unitary enterprise or municipal unitary enterprise can manage real estate, manufactured products and income from their sale if this organization operates under the right of management.

As for timely management, here the cooperative can dispose of the premises only with the consent of the owner. Control over the use according to its intended purpose and the integrity of the property related to the enterprise is carried out by the owner.

He also makes decisions on the formation of the company and determines its purpose. There are exceptions when the owner has the right, according to his competence, to transfer real estate in the form of a contribution to the charter fund.

A unitary organization can form its property with the following resources:

transfer by the owner of real estate as a contribution to the authorized capital;
income received from the production of goods and provision of services;
various loans, including loans from institutions;
deductions related to depreciation of equipment;
budget subsidies;
all kinds of donations from other companies and cooperatives;
profit from renting out empty premises;

Unitary cooperatives of all forms have the right to sell or rent owned property to other organizations in order to generate income. The exception is real estate, which the company cannot dispose of without the consent of the owner.

Financial activities of unitary enterprises

A feature of the financial activities of the UE are various legitimate ways of creating sources of economic resources.

The main financial resources of unitary organizations are formed by authorized capital, receipt and use of profits, and investments from credit companies. Such financing separates state unitary enterprises and municipal unitary enterprises from other financial companies and organizations. The disadvantage of the financial activity of a municipal unitary company is that if at the end of the current year the price of assets is less than the minimum size of the charter fund, and within three months the value does not recover to this size, then the owner of the municipal unitary enterprise will have to announce the liquidation of this enterprise. And credit institutions will have the right to demand from this regional organization early repayment of debt and financial compensation for losses (if any).

One of the main sources of creating economic assets of unified companies is income. But the budget code establishes the income of the unitary enterprise as a source of non-tax budget profit, therefore municipal and state unitary enterprises every year transfer to a certain state budget the part of the profit that remains after the necessary payments.

The charter determines the procedure for dividing profits within the enterprise. Which can be deducted to various incentive and social funds, and can also be directed to the authorized capital of a unitary company.

In the organizational and legal structure of entrepreneurship, a prominent place belongs to state and municipal unitary enterprises. What are the features of this form, how does it differ from other commercial structures?

It would be wrong to consider them as the antithesis of private property. These are links in the economic system, objectively determined by the achieved level of socialization of production. In the structure of the administrative economy, state enterprises occupied the place of the main and leading link of the economic system; in the economy, they will have to take the place of an equal subject in the totality of economic entities operating on commercial principles.

State and municipal enterprises are such production (in the broad sense of the word) entities that are created by the state and local governments, endowed with the necessary funds and operate on commercial principles in accordance with the goals and objectives that the founders define for them.

What does the term “unitary” mean, what economic and legal meaning does this concept carry?

Unitary means one, not divided into parts. Consequently, a state and municipal unitary enterprise is a commercial organization created by the state and local governments that is not vested with the right of ownership to the property assigned to it by the owner; in other words, this property cannot be distributed among deposits, shares, shares, including among employees of the enterprise. Only state and municipal enterprises can be created in a unitary form.

Which such enterprises are endowed with is respectively state or municipal property and belongs to the enterprises under the right of “economic management” or “operational management”. The tasks, the volume of assigned property (statutory fund), and the powers of economic management are determined in the charter of the enterprise, approved by the authorized state or municipal body (for example, the charter of a municipal trade enterprise is approved by the relevant department of trade).

The governing body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner).

Unitary state and municipal enterprises build their activities on commercial principles, matching income with costs and achieving an increase. At the same time, such enterprises are liable for their obligations arising in the course of economic activity with all their property. The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the property owner. Thus, the measure of economic isolation of unitary enterprises is clearly and strictly defined. But there are situations when the owner of the property can be brought to subsidiary law - if the owner of the property has the right to give binding orders to the enterprise and the insolvency of the latter is caused by the actions of the founder-owner.

Among state-owned enterprises there are also those that, being formed on the basis of federal property, operate in the mode of operational management of this property. Such enterprises are called federal “state-owned” enterprises (for example, the Mint enterprise).

In addition to commercial ones, the law distinguishes “consumer cooperatives”, “public” and “religious” organizations, and “funds” in the structure of economic entities.

The main goal of consumer cooperatives is to satisfy the material and other needs of citizens who unite to jointly satisfy personal needs (for example, for the construction and operation of residential buildings, garages, provision of food, industrial items, etc.). When done well, such cooperatives reduce the costs of their members for consumption precisely because they do not aim to make a profit. World experience shows that consumer cooperatives show great resilience in areas of activity related to satisfying the consumer interests of citizens. The revival and establishment of effective work of such cooperatives in our country is an important part of the movement towards a market economy.

Non-profit organizations are also public and religious organizations. They are voluntary associations of citizens united on the basis of common interests. Such public organizations are created to provide for a wide variety of interests - cultural, educational, recreational, etc. (for example, the voluntary sports society "Spartak", the "Knowledge" society, the society of book lovers). Public organizations vary in scale of activity and can cover large masses of the population of different regions, can be formed according to professional interests or have a local character. Such public organizations carry out their activities through membership fees, voluntary donations or income from the enterprises they create. At the same time, the activities of the latter must be completely subordinated to the goals and objectives for which the voluntary associations themselves act. For example, a sports society has the right to create an enterprise for the production of sports equipment; but if it suddenly decides to create a trading enterprise for the sale of alcoholic beverages, it will come into conflict with the goals for which the founding society was created.

Finally, non-profit organizations are foundations, i.e. non-membership organizations established by citizens or on the basis of voluntary property contributions and pursuing social, charitable, cultural, and publicly useful goals. Property transferred to the foundation becomes its property. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially beneficial goals for which it was created.

As we see, the range of organizational and legal forms of business is quite rich and diverse, which opens up the possibility of choosing the most optimal ones, ensuring the effective functioning of business entities in specific conditions. It is complemented by the right to unite in associations and unions in order to coordinate their activities and protect common property interests.

However, law is a necessary but insufficient prerequisite for the real creation of a socio-economic infrastructure that meets the requirements of the modern market. In Russia, this still requires difficult and painstaking work to create conditions for the activities of economic entities in a market environment. And this involves a whole range of measures, including not only the transfer to private ownership of most of the state-owned enterprises, but also the liberation of all economic entities from petty administrative interference of the state in the economic process, the transition to influencing the economy mainly through indirect (fiscal and monetary -credit) instruments.

Ordinary privately owned companies cannot use the unitary form.

What form of activity is this?

The Civil Code of the Russian Federation (Article 113) includes enterprises that:

do not own the property transferred to them by its owner;
use property that is recognized as regional, federal and municipal property;
cannot distribute the property transferred to them among their employees, as well as among contributions to the authorized capital;
use assigned property through economic management or operational management.

A unitary enterprise is a commercial structure, it is created for the purpose of making a profit. Besides:

it is created for an indefinite period, unless otherwise stated in the charter;
it may have its own current account opened on Russian territory and (or) abroad;
to carry out licensed activities, the enterprise will have to obtain a license in a manner common to everyone;
the organization cannot independently create subsidiaries with the transfer of part of the property to them;
it must necessarily have its own balance sheet and, on its own behalf, acquire and exercise property and personal non-property rights, as well as act in court proceedings (as any party to the case);
An enterprise has only one constituent document - the charter, which is developed and adopted by the authority that decided to create this company.

You can learn the basic provisions about this organizational and legal form in accordance with the Civil Code of the Russian Federation from the following video:

Types of structures

Only enterprises can operate in this legal form:

State. The size of their authorized capital cannot be less than 5 thousand minimum wages (minimum wage). Moreover, the minimum wage used in determining the fund must correspond to its value, which is established by law (i.e., federal law) and is valid at the time of registration.
Municipal. Their authorized capital must be 1 thousand minimum wages or more. Its value is determined similarly.

The authorized capital can be formed from funds, as well as assets that have a monetary value. Such assets include securities, property rights and others.

But a state-owned unitary enterprise has no authorized capital at all. Such a structure is created on the basis of municipal or state property, but only in cases specified by Federal Law No. 161-FZ “On Unitary Enterprises”, in particular:

if a significant share of the services provided by the organization or the products it produces goes to satisfy federal, municipal or regional needs;
if it is necessary to use property that cannot be privatized by law;
if the production of products is required, the circulation of which is limited or which is completely withdrawn from free circulation, etc.

In addition, UP can be based on the law:

Economic management. These include municipal, state regional or federal enterprises.
Operational management. These include state-owned enterprises of any state form of ownership.

Founders and constituent documents

The founders can be:

Russian Federation.
Any Russian subject.
Any municipal entity of the Russian Federation.

The decision on the formation of a federal state enterprise is made The Government of the Russian Federation or the federal executive body, whose competence includes such a right.

The decision to create a regional state or municipal unitary enterprise is made by the relevant state body authorities in the region of the Russian Federation or in local government, but provided that these structures have similar competence.

As for the creation of a government structure, then:

an enterprise of federal significance is established by the Government of the Russian Federation;
regional – state authority of a constituent entity of the Russian Federation;
municipal - based on the decision of the local government body.

The founders of the UP not only transfer property to it, but also approve its charter, which should reflect the following information:

all company names (including full and abbreviated names);
its location, i.e. registration address;
everything about the activity - its directions, goals, etc.;
about the owner who transferred the property to him;
title of the leadership position – general director, or simply director, or manager;
the procedure by which appointment to this leadership position takes place and by which labor relations are concluded and terminated;
about funds that are created or are going to be created at the enterprise - their names, sizes, as well as the rules for their formation and expenditure are indicated.

In addition to this and other information that must be reflected in the charter on the basis of the law, the following is additionally indicated:

size, sources and procedure for the formation of the authorized capital;
areas on which the profit received by the organization from its activities can be spent. This information must be reflected in the constituent documents of municipal and state unitary enterprises;
in the charter of a government structure - information on the procedure for spending the income it receives.

Rights, duties and responsibilities of participants

In addition to the fact that the owners of the property make a decision on the creation of a unitary enterprise (on its reorganization or liquidation), determine the directions of its activities, form its fund, develop a charter and appoint a manager, they also:

coordinate the hiring or dismissal of the chief accountant;
approve all financial statements of the enterprise and its reports;
give consent regarding the use of real estate;
give permission to carry out transactions if this right is provided for by current legislation;
control the intended use of property that belongs to the unitary enterprise and its safety;
approve financial and economic plans and monitor their implementation;
are allowed to open separate divisions, but only in the form of branches and (or) representative offices;
give permission to participate in other legal entities;
resolve the issue of conducting an audit, choosing an audit company in this regard and the amount of its remuneration for the audit;
solve many other issues that are listed in Law No. 161-FZ.

In addition to the above powers, the owner of property of state-owned structures can:

confiscate this property if the enterprise does not use it at all or if it is used but not for its intended purpose;
approve the directions of expenses made by the organization and the use of income received by it;
oblige to carry out orders for the supply of goods or for the provision of services in order to meet the needs of a municipal or state scale.

Despite the fact that control of all areas of the unitary enterprise’s activities is carried out by the owner of its property, responsibility for losses incurred rests only with its manager:

if these losses were the cause of his actions or, conversely, inaction;
in the manner prescribed by current regulations. In particular, Art. 15 of the Civil Code of the Russian Federation, the Labor Code of the Russian Federation (Article 81, clause 9), the federal law “On Bankruptcy” No. 127-FZ (Article 226) and other documents;
the founder also has the right to file a lawsuit to recover damages from the manager.

It is worth dwelling on one more aspect, which concerns liability for obligations:

A unitary enterprise assumes responsibility exclusively for its debts, and with all its property. But the obligations of the founder of the enterprise do not concern him, just as the founder does not concern the debts of the organization he created.
However, the owner of the property of a state-owned unitary enterprise is subject to subsidiary liability for the debts of this structure, but only if its property is not enough to pay off existing obligations.

Purpose of activity

As noted earlier, UE is a commercial organization. And according to the Civil Code of the Russian Federation (Article 50), commercial legal entities see the main goal of their work only as making a profit.

However, the purpose of creating these structures is not only to generate income, a part of which their founder is entitled to, but also to solve such problems as:

use of property that cannot be privatized by law;
ensuring the country's food security;
conducting activities in the scientific, technical and scientific fields, which are aimed at ensuring state security;
production of products whose circulation is limited or which is completely withdrawn from free circulation;
meeting the needs of municipalities, regions and the state;
achieving other goals that are defined in Federal Law No. 161-FZ, in Article 8.

Property

First of all, the property transferred to the enterprise is not recognized as his property, but is used by him in the order of operational management or economic management. It cannot be divided into shares, deposits or otherwise. But at the same time it is isolated from its owner.

The property available to the UE can be formed through:

assets that are assigned by their owner to the enterprise;
income that is received by the organization in the course of its activities and to a part of which the owner is entitled;
other resources that are replenished from various sources, but do not contradict the norms of current legislation.

If the ownership of an enterprise (with the exception of a state-owned enterprise) as a property complex is transferred to another owner, then the specified structure retains the property transferred to it within the framework of economic management or operational management.

The procedure for disposing of property is prescribed in Articles 18-19 of Law No. 161-FZ. In particular:

Real estate cannot be rented out, turned into collateral, etc., without the consent of its owner.
The UP can dispose of movable property (provided that it belongs to the structure with the right of economic management) independently (with the exception of a state-owned institution).
State-owned organizations are required to coordinate the use of any property with their founders.

Advantages and disadvantages

The disadvantage of the unitary legal form is that:

the direction of activity, its goals and subject matter are determined by the owner of the property;
in addition, it regulates most of the decisions made. Even any transactions must be coordinated with him;
the enterprise is obliged to annually transfer part of its profit to the budget of the level to which its founder belongs (region, municipality, federal);
all indicators of financial and economic plans are approved and controlled by the founder.

However, such dependence of the organization also has its advantages:

she can work in an area that is closed to ordinary commercial structures;
it is equipped with property that is not available to private companies;
There is always work to do to meet the needs of the state, region or municipality.

A unitary enterprise is a commercial organization that is not vested with the right of ownership of property assigned to it by the owner of this property.

A state (municipal) enterprise is also considered a unitary enterprise because its property is indivisible and cannot be distributed among contributions (shares, shares), including among the employees of the enterprise.

Unitarity is a specific form of organization of activity.

Unitarity is characterized by:

Creation of a legal entity by allocation by the owner of a certain property mass, and not by combining the property of several persons;
retention of ownership of property by the founder;
assigning property to a legal entity on a limited property right (economic management or operational management);
indivisibility of property;
lack of membership;
sole management bodies.

The main reasons for creating unitary enterprises include:

The need to use property whose privatization is prohibited;
carrying out activities to solve social problems, including the sale of certain goods and services at minimum prices and the organization of procurement and commodity interventions for essential goods;
provision of certain subsidized activities and management of unprofitable production.

The purpose of unitary enterprises is to solve government problems on a commercial basis.

The property of unitary enterprises is indivisible and will not be distributed in parts among the participants. The property is in state (municipal) ownership, i.e. it belongs to the Russian Federation, a constituent entity of the Russian Federation, a municipal entity, depending on who is the founder.

A legal entity has special legal capacity and cannot, in principle, have ownership rights.

One of the ugliest formations in the Civil Code of the Russian Federation. This is a commercial organization, but it cannot own property and cannot dispose of the property that it earned in the course of its activities. This is an atavism. On the one hand, this is a commercial organization, on the other hand, the organization’s activities are very limited. It is impossible to consider such organizations as full-fledged partners, since it is impossible to foresee how things will end with such organizations. When the Civil Code was adopted, it was adopted by those people who received their education in Soviet times, when it was believed that legal entities could not own property. It turns out that the state governs, but it is not capable of effectively managing property, as economic science has proven. Unitary enterprises were left as a temporary phenomenon, but they were aggravated by the adoption of an additional special law on unitary enterprises.

A unitary enterprise is a legal entity established by the state or local government for business purposes or for the purpose of producing particularly important goods, performing work, providing services, the property of which is in state (municipal) ownership.

There are two types of unitary enterprises:

1. unitary enterprises based on the right of economic management. All property that is allocated by the founder and that is earned in the process of activity belongs to the enterprise on the right of economic management and is owned by the state (municipal body).
2. unitary enterprises based on the right of operational management (state-owned enterprises). This is an even worse option (compared to the first). The enterprise operates on the basis of an income-expense estimate given to it by the owner.

Legal capacity is special.

The founding document is the charter.

Unitary enterprises do not have the right to enter into transactions that contradict the goals of the owner. He can dispose of all his real estate only with the consent of the owner.

An enterprise based on the right of economic management can independently dispose of movable property, but with the exception of those established by law and other regulations.

Exceptions:

1. cannot dispose of movable property if this deprives them of the opportunity to carry out their statutory activities. This cannot be done even with the consent of the owner. If such a transaction is completed, it is void.
2. without the consent of the owner, transactions related to the provision of a loan, guarantee, receipt of bank guarantees with other encumbrances cannot be made, and it is also impossible to make assignments of claims, transfer of debt, or enter into simple partnership agreements. That is, the organization cannot itself resolve issues that are normal for any commercial organization.
3. The charter may also provide for other transactions for which the consent of the owner must be obtained.

State-owned enterprises: all transactions are carried out only with the consent of the owner. Exception: a state-owned enterprise independently sells its products. But the money received from the sale of products is spent as the owner specifies.

Responsibility – with all property that belongs to him under the right of economic management. Not liable for the obligations of the property owner. The owner of the property (Russian Federation, subject of the Russian Federation, municipal entity) is not liable for the obligations of the unitary enterprise.

Exception: when a unitary enterprise is bankrupt, and bankruptcy is caused by the actions of the owner. The owner bears subsidiary liability.

Establishment of a unitary enterprise

A federal unitary enterprise, based on the right of economic management, is established by government decision; unitary enterprise of a subject of the federation - on the basis of a decision of the authority of the subject of the federation; municipal unitary enterprise - based on the decision of the municipal self-government body.

The same bodies decide the issue of creating state-owned enterprises.

The legislator limits the list of cases when unitary enterprises can be created.

Grounds for creating a unitary enterprise with the right of economic management - see clause 4 of Art. 8 of the Law on Unitary Enterprises:

1. the need to use property, the privatization of which is prohibited;
2. the need to solve any social problems;
3. the need to carry out scientific and technical activities, etc.

State-owned enterprises can be created in the following cases:

1. if the main part of their products (services, works) is intended for the needs of the Russian Federation, a constituent entity of the Russian Federation, a municipal entity;
2. the need to use property, the privatization of which is prohibited;
3. if it is necessary to carry out subsidized activities and conduct unprofitable production.

Only one owner can participate in the creation of a unitary enterprise.

The only constituent document is the charter, which is approved by the public owner (authority: government, authority of a subject of the federation, local government). The charter must contain information about the purposes of the objects of activity, about the structure of its bodies, as well as information about the size of the unitary enterprise’s fund and about the directions for using profits. The charter of a state-owned enterprise must additionally provide for the procedure for distributing its income.

The authorized capital is the minimum amount of property that guarantees the interests of creditors. For state unitary enterprises this is 5 thousand minimum wages, for municipal unitary enterprises – 1 thousand minimum wages.

The authorized capital exists only in enterprises based on the right of economic management. In state-owned enterprises of the fund, because the enterprise lives on budgetary allocations.

Control

The supreme management body is the owner (founder) of the property, which makes a decision on reorganization, liquidation, amendment of the Charter, appoints the head of the unitary enterprise, the chief accountant, and also approves the financial statements of the unitary enterprise, and also establishes the main indicators of the planned program of financial and economic activities unitary enterprise.

The owner also has broad rights in relation to the property of a state-owned enterprise. May seize excess property that is not being used or is being used for other purposes. Also brings mandatory orders to the attention of the government enterprise.

The owner of the property of any enterprise can bring claims to recover the property of the enterprise, can go to court with a demand to recognize the invalidity of transactions or their application, i.e. has very broad powers.

The head of a unitary enterprise is the next management body - a sole one, who is appointed by the owner and controlled by him. This is the only person who can act on behalf of a legal entity without a power of attorney. The manager may be engaged (in addition to the main activity) in teaching, scientific, and other creative activities, i.e., he does not have the right to occupy leadership positions in other legal entities, and cannot be a participant in other legal entities, regardless of whether the entity is commercial or non-profit. Those. there are a lot of restrictions, the regime is similar to civil servants.

Complex restrictions on transactions. Transactions in which there is an interest - see almost similar to the above. The difference is that if the interested party is the head of a unitary enterprise or his relatives, then in order for the transaction to take place, the consent of the owner of the property of the unitary enterprise is required. If there was an interest in the transaction and it was completed without the consent of the owner, then it can be declared invalid at the request of the owner or the unitary enterprise itself.

The law provides for the following types:

1. merger of several unitary enterprises;
2. merger with one unitary enterprise of another unitary enterprise;
3. division and allocation - as a result, a new unitary enterprise appears.

That is, the organizational and legal form must be preserved. This is due to the fact that a unitary enterprise is an inferior legal entity, with a lot of restrictions.

The transformation of the unitary enterprise is accompanied by a change (change) of the owner of the property.

Changing the type of ownership (for example, changing from a state-owned to a right of economic management) is not a reorganization. The transfer of ownership of the property of a unitary enterprise from one public owner to another is not a reorganization.

State unitary enterprise

A state unitary enterprise is a commercial organization that does not have rights to any property assigned to it by the owner of this property. It is also worth noting that a unitary enterprise can also be considered because its property is indivisible and does not provide for the possibility of distribution among deposits, including among the employees of this enterprise.

It is worth noting that a unitary enterprise is a rather specific form of organization of activities.

In particular, unitarity is characterized by the following:

A legal entity is created through the allocation by the owner of a certain mass of property, and not by the association of property on the part of several persons.
Full ownership of any property remains with the founder.
Property is assigned to a specific legal entity with limited rights.
Property is absolutely indivisible.
The company has no membership option at all.
The governing bodies are individual.

Among the main reasons why managers prefer to create a unitary enterprise, the following should be highlighted:

It is necessary to use certain property that cannot be privatized.
It is required to carry out activities to solve certain social problems, including the sale of any services or goods at a minimum cost, as well as the organization of commodity and procurement interventions for goods classified as essential.
Certain subsidized activities must be provided or any unprofitable production must be carried out.

The goal that a unitary enterprise sets for itself is to solve certain problems of the state on a commercial basis.

The property that is allocated to a given enterprise in the process of its formation is in municipal or state ownership, while the company uses it on various rights, described below.

The company name that state and municipal unitary enterprises have must contain the name of the owner of the property assigned to this company.

The charter of the enterprise must include clear information about who exactly owns the property of this enterprise, that is, about the owner of all property. In addition, it is worth noting that state and municipal unitary enterprises are fully liable for their obligations with all their property, and at the same time do not bear any responsibility for the obligations of the owner of this property.

The body of a unitary enterprise is a responsible manager who is appointed directly by the owner himself or by some body authorized by the owner that is responsible to him.

In accordance with the current Civil Code, unitary enterprises are formed exclusively in the form of municipal and state companies, which are based on different rights.

A federal state unitary enterprise, which is based on the right of economic management, is formed by a decision of a state body authorized for this action or a certain local government body.

In this case, the company’s charter is used as a constituent document, which in any case must be approved by a ministry, department or some other federal body that is vested with the functions of coordinating and regulating the activities of companies in this industry by current legislation. The charter that guides the federal state unitary enterprise must include, in addition to the standard information that is necessary for each legal entity, also information about the specific subject and various purposes of the activity of this enterprise and information about the size of the authorized capital. It is worth noting the fact that a unitary-type enterprise is the only commercial organization that has civil rights and responsibilities directly related to the activities outlined in the charter.

The owner of the property that is assigned to a given enterprise is not liable for the company’s obligations, except in cases where the bankruptcy of the company is a direct consequence of instructions from the owner of this property. The founder determines what kind of composition will guide the municipal unitary enterprise, as well as who exactly will be appointed as its manager.

Enterprises of this type are based on the property that is currently in federal ownership, municipal ownership, or the property of various constituent entities of the Russian Federation. Such a state unitary enterprise uses a charter as a constituent document, which is approved by the government, a subject of the country or a local government body that has the appropriate powers.

Thus, a state unitary enterprise cannot dispose of any property unless there is permission directly from the owner of the property.

The corporate name of the company, which is based on the right of operational management, in any case must include an indication that this enterprise is state-owned.

The Russian Federation, any of its subjects or a municipal entity in this case bear subsidiary liability for specific obligations that a federal unitary enterprise has if its property is insufficient. It is also worth noting the fact that the decision on the reorganization or complete liquidation of such enterprises is made directly by the government, a constituent entity of the Russian Federation or a certain local government body.

The property of a unitary enterprise can be used in the following ways:

Operational management.
Economic management.

It is worth noting that the property of this enterprise is the property of the Russian Federation, its subject or a certain municipal entity, and is also at its disposal under various rights specified above.

If we are talking about economic management, then in this case the rights of a unitary enterprise include the ability to dispose of this property, as well as income and manufactured products, completely independently, taking into account various restrictions that are established by law and other legal acts.

In the case of operational management, an enterprise can dispose of property, its own products and income only if consent has been received from the owner.

The owner of the property fully resolves issues regarding the creation of an enterprise, the choice of a specific item, as well as the tasks that its activities set for itself, liquidation and reorganization. In addition, they exercise control over the use for a specific purpose and proper preservation of property belonging to the enterprise. It is worth noting that a production unitary enterprise can receive property from the owner solely as a contribution to the authorized capital or in excess of a certain authorized capital.

Management of a unitary enterprise does not provide for the possibility of establishing any subsidiaries, since there is a legislative prohibition on acting as a founder of any other unitary enterprises by transferring to them a certain share of their property for economic management. The need to use this prohibition is determined by the fact that it is impossible to remove the property of an enterprise from control through the creation of subsidiaries.

The financial resources that a state or private unitary enterprise has have the same sources as all other commercial enterprises.

In particular, there may be several possible sources of formation of the property of such a company:

Property that is transferred to the company by personal decision of the owner as payment for the authorized capital;
Other property that is transferred by the owner to the management of the company at his own request;
Profit that was received as a result of economic activities;
Various borrowed funds, including bank loans;
Depreciation deductions;
Subsidies from the budget and various capital investments;
Income that was received from various business partnerships and companies in the authorized capital of which this enterprise participates;
Donations from enterprises, organizations, citizens or institutions;
Other sources that do not contradict the current legislation of the Russian Federation, including income from the rental of certain property.

A unitary enterprise has the right to independently dispose of the active part of its funds. In particular, such a company can sell various vehicles, equipment, raw materials or inventory, as well as other material assets, to other enterprises, institutions or organizations in order to receive income from the sale of these assets.

Such a company does not have the ability to dispose of real estate in any way, and if necessary, its sale can only be carried out if this has been obtained with the direct consent of the owner of the property.

In accordance with the current government decree, various transactions related to the sale of federal real estate assigned to a federal state unitary enterprise with the rights of economic management are carried out through the sale of this property through an auction. The organizer in this case must be the enterprise itself or the person who acts on the basis of an agreement with a certain enterprise.

The relationship between a state enterprise and the owner of its property is fully regulated by current government regulations.

In particular, the resolutions approved the Rules for the development and subsequent approval of activity programs of unitary enterprises, as well as the determination of that part of the profit of such enterprises that should be transferred to the federal budget.

The features of finance in this case are based on the methods of forming sources for obtaining the company’s financial resources. The finances that a particular unitary enterprise has are significantly different from the finances of organizations and, first of all, the finances of joint-stock companies. These differences lie in the formation of the authorized capital, the receipt and further use of the profits received, as well as the attraction of third-party budgetary sources of financing or borrowed capital.

The authorized capital that unitary enterprises have is formed through assigned current and fixed assets, and its size is reflected in the company’s balance sheet as of the date of approval of this charter. The authorized capital of a unitary enterprise performs exactly the same functions as the authorized capital of any other commercial organizations. In addition to the fact that this fund is considered as a material basis for the enterprise’s economic activities, it is used as a basic indicator of its effectiveness.

If at the end of the financial year the price of the net assets of this enterprise is less than the minimum amount that was established on the date of the state organization, and at the same time, over the next three months, the value of the net assets is not restored to at least this level, in this case the owner of the municipal enterprise a decision must be made on its final liquidation.

Municipal unitary enterprise

The legislation on unitary enterprises offers two forms of their activity:

On the right of economic management (state and municipal unitary enterprises);
municipal unitary enterprises operating on the basis of operational management (state institutions).

State bodies or local government bodies, by their decision, form state and municipal unitary enterprises that carry out their activities under the right of economic management. They are created for a specific purpose - to perform specific work, provide a variety of services and produce certain products. All these tasks are typical for commercial organizations. However, such legal entities are not limited in their rights to carry out various transactions. For example, they can rent out an empty space.

The constituent document of this legal entity is the charter. In addition to general information, it provides information about the goals of the organization and the size of the authorized capital.

A state unitary enterprise usually has a charter fund of no less than 5,000 times the minimum monthly wage, and a municipal enterprise - no less than 1,000 times the minimum monthly wage. The authorized capital is created only in municipal enterprises.

Such institutions are managed by one person - the director. He is appointed to this position by the owner or a special body with the appropriate authority.

If there is property in federal or municipal ownership, then municipal government institutions are formed on its basis. They are considered unitary enterprises that carry out their activities under the right of operational management with a constituent document in the form of a charter.

The founding owner has the right to liquidate property that is not used, is considered redundant, or is not used for its intended purpose.

Only the owner gives consent to the use of any property by a municipal government enterprise. The name of the enterprise must necessarily contain the word “official”.

Production unitary enterprise

A production cooperative is a voluntary association of citizens on the basis of membership for joint commercial and labor activities based on their personal labor or other participation. The authorized capital of a production cooperative is formed from share contributions of members who bear subsidiary liability for obligations.

The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative is distributed in the same manner and the claims of its creditors are satisfied. A distinctive feature of production cooperatives from business partnerships is that legal entities are not allowed to participate in them.

A unitary enterprise is a commercial organization that is not vested with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

State (republican or communal) or private enterprises can be created in the form of unitary enterprises.

The property of a unitary enterprise is in state or private ownership.

Unitary enterprises are divided into two categories:

Unitary enterprises based on the right of economic management;
unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the owner’s property within the limits established by law or other legal acts. The right of operational management is the right of an enterprise to own, use and dispose of the owner’s property assigned to it within the limits established by law, in accordance with the goals of its activities, the owner’s tasks and the purpose of the property. A unitary enterprise based on the right of operational management is called a state enterprise. Created by decision of the Government, the state bears subsidiary liability for the obligations of a state-owned enterprise if its property is insufficient.

The right of economic management is broader than the right of operational management, i.e. An enterprise operating on the basis of the right of economic management has greater independence in management.

Private Unitary Enterprise

A private unitary enterprise (PUE) is a commercial organization that is not vested with the right of ownership of the property assigned to it. The property of a private unitary enterprise (PUE) is privately owned by an individual (joint property of spouses or members of a peasant (farm) enterprise) or a legal entity and belongs to such an enterprise with the right of economic management. In this case we are talking about a unitary enterprise.

The property of a private unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

The main constituent document of a private unitary enterprise is the Charter of a private unitary enterprise, approved by the founder. The charter of a private unitary enterprise must contain: name, location, subject and purpose of activity, the procedure for managing the activities of the enterprise, the size of the authorized capital, the procedure, sources and timing of its formation. The corporate name of a private unitary enterprise must contain an indication of the form of ownership (private) only when it is created by an individual person, an indication of the nature of the activity (for example: trading, manufacturing, auditing, etc.) and an indication of the organizational and legal form (unitary enterprise) The state fee for registration of a private unitary enterprise is 3 basic units. Legislative basis - Civil Code.

Place of registration of private unitary enterprise. A private unitary enterprise can be located (registered) in the residential premises (apartment, residential building) of the owner of the property of a private unitary enterprise, subject to a number of conditions; the residential premises belong to him by right of ownership.

Property of private enterprise. A private unitary enterprise can only be a participant in business companies and investors in limited partnerships only with the permission of the property owner (the body authorized by him, unless otherwise established by law). A unitary enterprise has no right to make, as a contribution to the authorized capital of business companies or partnerships, real estate belonging to it under the right of economic management without the consent of the owner.

A private unitary enterprise does not have the right to sell real estate owned by it under the right of economic management, lease it, pledge it, contribute it as a contribution to the authorized capital of business companies and partnerships, or otherwise dispose of it without the consent of the owner. The rest of the property owned by the enterprise is disposed of independently, except in cases established by law and the owner.

The owner of property under economic management, in accordance with the law, decides on the creation of a unitary enterprise, determining the subject and goals of its activities, its reorganization and liquidation, appoints the head of the enterprise, and exercises control over the use for its intended purpose and the safety of the property belonging to the enterprise.

The owner has the right to receive part of the profit from the use of property under the economic control of the enterprise he created.

The owner of the property is not liable for the obligations of the private unitary enterprise, except in cases of bankruptcy of the enterprise through his fault.

Municipal unitary enterprise

A communal unitary enterprise is formed by a competent local government body in an administrative manner on the basis of a separate part of communal property and is included in the scope of its management.

The body whose management sphere includes a communal unitary enterprise is a representative of the owner - the corresponding territorial society and performs its functions within the limits determined by this Code and other legislative acts.

The property of a communal unitary enterprise is in communal ownership and is assigned to such an enterprise on the right of economic management (municipal commercial enterprise) or on the right of operational management (municipal non-profit enterprise).

The authorized capital of a communal unitary enterprise is created by the body in whose sphere of management it is included, before registering it as a business entity. The minimum size of the authorized capital of a communal unitary enterprise is established by the relevant local council.

The name of a communal unitary enterprise must contain the words “municipal enterprise” and an indication of the local government body within the scope of which the enterprise is included.

A communal unitary enterprise is not liable for the obligations of the owner and the local government body within the scope of whose management it is included.

A communal unitary enterprise is headed by the head of the enterprise, who is appointed by the body whose management area includes the enterprise, and is accountable to this body.

Losses caused to a communal unitary enterprise as a result of decisions of state authorities or local self-government bodies are subject to compensation by these bodies voluntarily or by court decision.

Features of the economic activities of communal unitary enterprises are determined in accordance with the requirements established by this Code for the activities of state commercial or government enterprises, as well as other requirements provided for by law.

Department of Unitary Enterprises

The activities of a unitary enterprise are managed by its sole manager - the director (general director). The head of a unitary enterprise is appointed by the owner of the property of the unitary enterprise. The head of a unitary enterprise is accountable to the owner of the property of the unitary enterprise. The head of a unitary enterprise acts on behalf of the unitary enterprise without a power of attorney, including representing its interests, makes transactions on behalf of the unitary enterprise in the prescribed manner, approves the structure and staff of the unitary enterprise, hires employees of such an enterprise, enters into contracts with them, changes and terminates employment contracts, issues orders, issues powers of attorney in the manner prescribed by law.

The head of a unitary enterprise does not have the right to be a founder (participant) of a legal entity, hold positions and engage in other paid activities in state bodies, local governments, commercial and non-profit organizations, except for teaching, scientific and other creative activities, engage in entrepreneurial activities, or be the sole executive body or a member of the collegial executive body of a commercial organization, except for cases where participation in the bodies of a commercial organization is part of the official duties of this manager, and also to take part in strikes.

Legal capacity of a unitary enterprise. A unitary enterprise can, on its own behalf, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court. A unitary enterprise is a legal entity, and, therefore, a legally capable subject of civil circulation: in accordance with Art. 48 of the Civil Code, it can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, and be a plaintiff and defendant in court.

One of the differences between a unitary enterprise and all other legal entities pursuing profit as the main goal of their activities (commercial organizations) is the special legal capacity directly provided for by law for a given organizational and legal form, no matter what field of business its activities relate to. This is the fundamental difference between a unitary enterprise and all those commercial legal entities whose special legal capacity is secured by their constituent documents. Transactions of a unitary enterprise made in violation of special legal capacity, the content of which is indicated by its charter, are void, while extra-statutory transactions of other commercial legal entities are contestable.

The principle of special (target) legal capacity of a unitary enterprise means, firstly, that a legal entity was created to achieve certain goals and has the right to engage only in certain types of activities; and secondly, that it does not have the right to take actions that deprive it of the opportunity to engage in the activities for which this legal entity was created. Endowing state legal entities with special legal capacity contributes to the solution of those economic tasks for which they are established and prevents improper and uncontrolled use of state (municipal) property.

Boundaries of the legal capacity of a unitary enterprise. The law establishes two important general restrictions on the legal capacity of a unitary enterprise. Firstly, unitary enterprises do not have the right to enter into transactions that contradict the goals and subject of their activities, as defined by the charter of the enterprise. Such transactions are void on the basis of Art. 1681. Secondly, a unitary enterprise based on the right of economic management has the right to dispose of the property belonging to it only within the limits that do not deprive it of the opportunity to carry out statutory activities after the transaction. This applies to both real estate and movable property (Article 18 of the Federal Law on Enterprises). In cases where the actions of an enterprise (including those carried out in accordance with the requirements of paragraph 2 of Article 295 of the Civil Code of the Russian Federation) to alienate or provide for long-term use to other persons movable and immovable property assigned to the enterprise under the right of economic management, directly involved in production process of the enterprise, lead to the impossibility of using the owner’s property for its intended purpose, the corresponding transactions are invalid on the grounds provided for in Art. 168 of the Civil Code, regardless of whether they were committed with the consent of the owner (the body authorized by him).

The compliance of a transaction (business operation) with the subject, goals and activities of a unitary enterprise is established based on a comparison of the actual content of the transaction with the registered charter, which directly indicates all these parameters (Article 9 of the Federal Law on Enterprises). For example, transferring a debt for rent and utilities to a unitary enterprise in itself therefore does not say anything, especially if such an action is performed to repay the debt of the unitary enterprise for its main activity. But such an action is subject to verification, since in other cases it may lead to an illegal redistribution of income of a unitary enterprise and violate the interests of the owner.

Unitary enterprises can be participants (members) of commercial organizations, as well as non-profit organizations in which, in accordance with the Federal Law, the participation of legal entities is allowed.

Participation in commercial organizations for commercial legal entities is part of their financial and economic activities: shares, shares, shares with which such participation is formalized are considered to be the assets of the participant. These assets are the object of accounting. Their management (ownership, use, disposal) represents the implementation of the participant’s property and non-property rights, affecting both the total value of his assets and their structure. Such participation, in addition, initially always means the alienation of part of the participant’s assets into the property of another person.

Participation in non-profit organizations (associations, unions, charitable foundations, non-profit partnerships, etc.), on the contrary, is almost never overtly commercial in nature. However, such participation is also associated with the gratuitous alienation of part of the participant’s property into the ownership of a non-profit organization.

The law allows for the possibility of unitary enterprises participating in commercial and non-profit organizations. However, it would be wrong to consider this opportunity a subjective right of the enterprise. Any subjective right presupposes the possibility of protection and enforcement in case of violation or actions that impede its implementation. Here we are talking about an element of the legal capacity of a unitary enterprise. A subjective right of this kind arises only under a certain condition - obtaining the consent of the owner. A decision on the participation of a unitary enterprise in a commercial or non-profit organization can only be made with the consent of the owner of the property of the unitary enterprise.

Voting in the management bodies of a business company or partnership on contributions (shares) in the authorized (share) capital belonging to a unitary enterprise, including shares, is carried out by the unitary enterprise in agreement with the owner of the property of the enterprise, if the specified contribution (share) is more than 25% of the authorized ( share capital) of the specified company or partnership.

A unitary enterprise does not have the right to create another unitary enterprise as a legal entity by transferring part of its property to it (a subsidiary). This prohibition is due to the fact that the creation of subsidiaries led to the redistribution of assets of the unitary enterprise.

A unitary enterprise can carry out certain types of activities, the list of which is determined by Federal Law, only on the basis of a license. Licensed activities include types of activities, the implementation of which may entail damage to the rights, legitimate interests, health of citizens, defense and security of the state, the cultural heritage of the peoples of the Russian Federation and the regulation of which cannot be carried out by methods other than licensing (Article 4 of the Federal Law “On licensing of certain types of activities”). The right to engage in such activities (and not the opportunity to have rights and obligations associated with such activities) arises after receiving a license - a special permit to carry out a specific type of activity. The list of types of such activities can only be established by law. It is given in the Federal Law “On Licensing of Certain Types of Activities” (Article 17). In pursuance of this Law, the Government of the Russian Federation approved special provisions on licensing specific types of activities, identified federal bodies that carry out licensing, as well as types of activities that are licensed by executive authorities of the constituent entities of the Federation.

A unitary enterprise is obliged to notify the tax inspectorate about permission to engage in a licensed type of activity (obtaining a license) (clause 3 of Article 84 of the Tax Code of the Russian Federation). If the licensed activity is the main one for the enterprise, a copy of the license must be submitted to the servicing bank at the place where the current account was opened. Property separation. The property of a unitary enterprise is formed at the expense of property assigned to the unitary enterprise on the right of economic management or on the right of operational management by the owner of this property; income of a unitary enterprise from its activities; other sources that do not contradict the law.

The specifics of exercising the right of economic management and the right of operational management in relation to real estate located outside the Russian Federation and being federal property, as well as securities, shares, shares in legal entities located outside the Russian Federation, are established by the Government of the Russian Federation.

When the ownership of a state or municipal enterprise as a property complex is transferred to another owner of state or municipal property, such an enterprise retains the right of economic management or the right of operational management of the property belonging to it.

The right to property assigned to a unitary enterprise on the right of economic management or on the right of operational management by the owner of this property arises from the moment of transfer of such property to the unitary enterprise, unless otherwise provided by federal law or established by the owner’s decision to transfer the property to the unitary enterprise. Consolidation of the right of economic management is accompanied by the transfer of property and its acceptance onto the balance sheet of a unitary enterprise. Moreover, we are talking about the independent balance sheet of a person who actually uses this property in his financial and economic activities, and not a consolidated or some other balance sheet that performs purely accounting functions.

Of particular importance in the composition of the property is the authorized capital of a unitary enterprise. The authorized capital of a state or municipal enterprise determines the minimum amount of its property, which guarantees the interests of the creditors of such an enterprise.

The authorized capital of a state or municipal enterprise can be formed from money, as well as securities, other things, property rights and other rights that have a monetary value. The size of the authorized capital of a state or municipal enterprise is determined in rubles.

The size of the authorized capital of a state enterprise must be no less than 5 thousand minimum wages established by federal law on the date of state registration of the state enterprise.

The size of the authorized capital of a municipal enterprise must be no less than 1 thousand minimum wages established by federal law on the date of state registration of the municipal enterprise.

Federal laws or other regulatory legal acts may determine the types of property at the expense of which the authorized capital of a state or municipal enterprise cannot be formed. In a state-owned enterprise, an authorized capital is not formed.

Property of a unitary enterprise

Ways to use the property of a unitary enterprise:

Economic management;
- operational management.

The property of a unitary enterprise is owned by the Russian Federation, a constituent entity of the Russian Federation or a municipal entity and belongs to it under the right of economic management or operational management.

During economic management, a unitary enterprise (SUE, MUP) can dispose of property, products and income independently, taking into account the restrictions established by law or other legal acts. During operational management, a unitary enterprise (state-owned) has the right to dispose of the property assigned to it, products produced and income only with the consent of the owner.

The owner of the property decides the issues of creating an enterprise, determining the subject and goals of its activities, its reorganization and liquidation, and exercises control over the use for its intended purpose and the safety of the property belonging to the enterprise, which is under economic control or operational management.

The owner can transfer property to a unitary enterprise both in the form of a contribution to the authorized capital, and in excess of a certain authorized capital.

In a state-owned enterprise, an authorized capital is not formed.

A unitary enterprise does not have the right to establish subsidiaries. The Law “On State and Municipal Unitary Enterprises” establishes a prohibition for state and municipal enterprises created on the right of economic management to act as a founder of another unitary enterprise by transferring part of their property to it for economic management (subsidiary enterprise). The need for the ban is due to the prevention of taking the property of enterprises out of control through the creation of subsidiaries.

The financial resources of unitary enterprises have the same sources as other commercial enterprises.

The sources of formation of the property of a unitary enterprise are:

Property transferred to the enterprise by decision of the owner in payment of the authorized capital;
- other property transferred to the enterprise by decision of the owner;
- profit received as a result of economic activity;
- borrowed funds, including loans from banks and other credit organizations;
- depreciation deductions;
- capital investments and subsidies from the budget;
- dividends (income) received from business companies and partnerships in whose authorized capital the enterprise participates;
- voluntary contributions and donations from organizations, enterprises, institutions and citizens;
- other sources that do not contradict the legislation of the Russian Federation, including income from leasing property.

A unitary enterprise has the right to dispose of the active part of fixed assets: it has the right to sell equipment, vehicles, inventory, raw materials and other material assets belonging to it to other enterprises, organizations and institutions in order to receive proceeds from the sale of assets.

A unitary enterprise cannot independently dispose of real estate. The sale of real estate owned by a unitary enterprise is carried out only with the consent of the owner of this property.

Approval of transactions of an enterprise with property, the value of which, determined in accordance with the legislation on valuation activities, exceeds 150 million rubles, is carried out by the Federal Agency for Federal Property Management on the basis of a decision of the Government of the Russian Federation or a decision taken on its behalf by the Deputy Chairman of the Government of the Russian Federation .

In accordance with the Decree of the Government of the Russian Federation “On the exercise by federal executive bodies of powers to exercise the rights of the owner of the property of a federal state unitary enterprise,” transactions for the sale of federal real estate assigned to a federal state unitary enterprise with the right of economic management are carried out by selling property at an auction. Its organizer is an enterprise or a person acting on the basis of an agreement with the enterprise.

The approval of transactions of a federal state unitary enterprise in relation to the federal real estate located on the territory of the Russian Federation assigned to the enterprise under the economic jurisdiction (with the exception of its lease) is carried out by the Federal Agency for Federal Property Management. According to clause 5 of this resolution, funds received from the sale of property (less the costs of the enterprise associated with its sale, which are determined on the basis of actual costs and cannot exceed 3% of the sale price of the property and its book value) are subject to transfer to the federal budget within 25 days from the date of payment for the property.

Head of a unitary enterprise

The head of a branch or representative office of a unitary enterprise is appointed by the unitary enterprise and acts on the basis of his power of attorney. Upon termination of an employment contract with the head of a branch or representative office, the power of attorney must be canceled by the unitary enterprise that issued it.

The branch and representative office of a unitary enterprise carry out their activities on behalf of the unitary enterprise that created them. Responsibility for the activities of a branch and representative office of a unitary enterprise lies with the unitary enterprise that created them.

In addition, unitary enterprises can be participants (members) of commercial organizations, as well as non-profit organizations in which, in accordance with federal law, the participation of legal entities is allowed.

Unitary enterprises do not have the right to act as founders (participants) of credit organizations.

A decision on the participation of a unitary enterprise in a commercial or non-profit organization can only be made with the consent of the owner of the property of the unitary enterprise.

The disposal of contributions (shares) in the authorized (share) capital of a business company or partnership, as well as shares belonging to a unitary enterprise, is carried out by the unitary enterprise only with the consent of the owner of its property. Conducting transactions to dispose of a deposit (share) without the consent of the property owner is not permitted. Such transactions may be considered void (Resolution of the Federal Arbitration Court (hereinafter FAS) of the North-Western District, case No. A66-6753-03).

A unitary enterprise is liable for its obligations with all its property.

A unitary enterprise is not liable for the obligations of the owner of its property.

Depending on the scope of rights to the property owned by a unitary enterprise, two types of enterprises are legislatively distinguished: a municipal unitary enterprise based on the right of economic management and a municipal unitary enterprise based on the right of operational management (state-owned enterprise).

According to Article 21 of the Law on Unitary Enterprises, the head of a unitary enterprise (director, general director) is the sole executive body of the unitary enterprise. The head of a unitary enterprise is appointed by the owner of the property of the unitary enterprise. The head of a unitary enterprise is accountable to the owner of the property of the unitary enterprise.

The head of a unitary enterprise acts on behalf of the unitary enterprise without a power of attorney, including representing its interests, makes transactions on behalf of the unitary enterprise in the prescribed manner, approves the structure and staff of the unitary enterprise, hires employees of such an enterprise, enters into contracts with them, changes and terminates employment contracts, issues orders, issues powers of attorney in the manner prescribed by law.

The head of a unitary enterprise organizes the implementation of decisions of the owner of the property of the unitary enterprise.

Part 2 of Article 21 of the Law on Unitary Enterprises establishes restrictions for the head of the enterprise. The head of the enterprise has no right:

Be a founder (participant) of a legal entity;
- hold positions and engage in other paid activities in state bodies, local governments, commercial and non-profit organizations, except for teaching, scientific and other creative activities;
- engage in entrepreneurial activities;
- be the sole executive body or a member of the collegial executive body of a commercial organization, except for cases where participation in the bodies of a commercial organization is part of the job responsibilities of this manager;
- take part in strikes.

The head of a unitary enterprise is subject to certification in the manner established by the owner of the property of the unitary enterprise.

The procedure for certification of the head of a unitary enterprise is established by regulations of local government bodies.

Heads of enterprises on parental leave are subject to certification no earlier than one year after returning to work.

The head of a unitary enterprise reports on the activities of the enterprise in the manner and within the time frame determined by the owner of the property of the unitary enterprise.

In cases provided for by federal laws and legal acts issued in accordance with them, advisory bodies (scientists, pedagogical, scientific, scientific and technical councils and others) may be formed in a unitary enterprise. The charter of a unitary enterprise must determine the structure of such bodies, their composition and competence.

In accordance with Article 25 of the Law on Unitary Enterprises, the head of a unitary enterprise, when exercising his rights and performing his duties, must act in the interests of the unitary enterprise in good faith and reasonably.

According to Article 277 of the Labor Code of the Russian Federation, the head of an enterprise bears full financial responsibility for direct actual damage caused to the organization.

In cases provided for by federal law, the head of the enterprise compensates the organization for losses caused by his guilty actions. In this case, the calculation of losses is carried out in accordance with the norms provided for by civil law.

Article 25 of the Law on Unitary Enterprises establishes that the head of a unitary enterprise bears responsibility in the manner prescribed by law for losses caused to the unitary enterprise by his guilty actions (inaction), including in the event of loss of property of the unitary enterprise. The owner of the property of a unitary enterprise has the right to file a claim for compensation for losses caused to the unitary enterprise against the head of the unitary enterprise.

A unitary enterprise can, on its own behalf, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

As previously noted, municipal unitary enterprises have special legal capacity, that is, they have the right to carry out only those types of activities that are defined in the enterprise’s charter. According to paragraph 1 of Article 113 of the Civil Code of the Russian Federation, the charter of an enterprise must contain information about the subject and goals of the enterprise’s activities.

In addition, regulations may establish certain types of activities that unitary enterprises are not entitled to carry out. Thus, Article 1 of Federal Law No. 395-1 “On Banks and Banking Activities” establishes that credit organizations can be created only in the form of business entities. Unitary enterprises do not belong to business societies.

A unitary enterprise may have civil rights corresponding to the subject and goals of its activities, provided for in the charter of this unitary enterprise, and bear responsibilities associated with these activities.

Thus, the Law on Unitary Enterprises establishes three restrictions for unitary enterprises: purpose, subject and type of activity. Transactions carried out by a unitary enterprise, in addition to the fact that they must correspond to the goals and be within the scope of the enterprise’s subject of activity, must also be a form of carrying out the type of activity enshrined in the charter of the enterprise.

The owner of the property of a unitary enterprise has a number of powers to control the execution of transactions by the unitary enterprise:

Gives consent to the disposal of real estate, and in cases established by federal laws, other regulatory legal acts or the charter of a unitary enterprise, to carry out other transactions;
- gives consent to the participation of a unitary enterprise in other legal entities;
- gives consent in cases provided for by the Law on Unitary Enterprises to carry out major transactions, transactions in which there is an interest, and other transactions.

The lack of consent of the owner of the enterprise property to carry out transactions requiring such consent, as well as the execution of transactions by the enterprise that go beyond the special legal capacity of the enterprise (even if such a transaction is approved by the owner of the enterprise property) may lead to adverse consequences in the form of recognition of such transactions as invalid (Resolution of the FAS Povolzhsky district in case No. A72-9071/04-24/481).

A unitary enterprise can carry out certain types of activities, the list of which is determined by federal law, only on the basis of a license. Article 17 of Federal Law No. 128-FZ “On licensing of certain types of activities” establishes a list of licensed types of activities. The procedure for licensing certain types of activities is established by relevant regulations of the Government of the Russian Federation.

According to Article 22 of the Law on Unitary Enterprises, a transaction in which the head of a unitary enterprise is interested cannot be carried out by the unitary enterprise without the consent of the owner of the property of the unitary enterprise.

The head of a unitary enterprise is recognized as interested in the transaction by the unitary enterprise in cases where he, his spouse, parents, children, brothers, sisters and (or) their affiliates, recognized as such in accordance with the legislation of the Russian Federation:

Are a party to a transaction or act in the interests of third parties in their relations with a unitary enterprise;
- own (each individually or collectively) twenty or more percent of the shares (shares, shares) of a legal entity that is a party to the transaction or acts in the interests of third parties in their relations with the unitary enterprise;
- hold positions in the management bodies of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with a unitary enterprise;
- in other cases determined by the charter of the unitary enterprise.

In order to implement these provisions, the head of a unitary enterprise must bring to the attention of the owner of the property of the unitary enterprise the information:

About legal entities in which he, his spouse, parents, children, brothers, sisters and (or) their affiliates, recognized as such in accordance with the legislation of the Russian Federation, own twenty or more percent of shares (shares, shares) in the aggregate;
- about legal entities in which he, his spouse, parents, children, brothers, sisters and (or) their affiliates, recognized as such in accordance with the legislation of the Russian Federation, hold positions in management bodies;
- about transactions known to him, being carried out or proposed, in the commission of which he may be recognized as interested.

A transaction in which the head of a unitary enterprise has an interest and which was made in violation of the requirements provided for in Article 22 of the Law on Unitary Enterprises may be declared invalid at the suit of the unitary enterprise or the owner of the property of the unitary enterprise.

In accordance with Article 23 of the Law on Unitary Enterprises, the decision to enter into a major transaction is made with the consent of the owner of the property of the unitary enterprise.

A major transaction is a transaction or several interrelated transactions related to the acquisition, alienation or possibility of alienation by a unitary enterprise, directly or indirectly, of property, the value of which is more than ten percent of the authorized capital of the unitary enterprise or more than 50 thousand times the minimum wage established by federal law.

The value of property alienated by a unitary enterprise as a result of a major transaction is determined on the basis of its accounting data, and the value of property acquired by a unitary enterprise is determined on the basis of the offer price of such property.

A major transaction made without the consent of the owner of the property of a unitary enterprise is invalid.

Institutions of a unitary enterprise

The founder of a unitary enterprise can be the Russian Federation, a subject of the Russian Federation or a municipal entity.

The decision to establish a federal state enterprise is made by the Government of the Russian Federation or federal executive authorities in accordance with acts defining the competence of such bodies.

The decision to establish a state enterprise of a constituent entity of the Russian Federation or a municipal enterprise is made by the authorized government body of a constituent entity of the Russian Federation or a local government body in accordance with acts defining the competence of such bodies.

A federal government enterprise is established by a decision of the Government of the Russian Federation.

A state-owned enterprise of a constituent entity of the Russian Federation is established by a decision of the state authority of the constituent entity of the Russian Federation, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.

A municipal government enterprise is established by a decision of a local government body, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.

A state or municipal enterprise can be created in the following cases:

The need to use property the privatization of which is prohibited, including property that is necessary to ensure the security of the Russian Federation;
- the need to carry out activities in order to solve social problems (including the sale of certain goods and services at minimum prices), as well as to organize and conduct procurement and commodity interventions to ensure the food security of the state;
- the need to carry out activities provided for by federal laws exclusively for state unitary enterprises;
- the need to carry out scientific and scientific-technical activities in sectors related to ensuring the security of the Russian Federation;
- the need to develop and manufacture certain types of products that are in the sphere of interests of the Russian Federation and ensure the security of the Russian Federation;
- the need to produce certain types of products that are withdrawn from circulation or have limited circulation.

A government enterprise can be created in the following cases:

If the predominant or significant part of the products produced, work performed, services provided is intended for federal state needs, the needs of a constituent entity of the Russian Federation or a municipal entity;
- the need to use property, the privatization of which is prohibited, including property necessary to ensure the security of the Russian Federation, the functioning of air, rail and water transport, and the implementation of other strategic interests of the Russian Federation;
- the need to carry out activities for the production of goods, performance of work, provision of services sold at prices established by the state in order to solve social problems;
- the need to develop and produce certain types of products that ensure the security of the Russian Federation;
- the need to produce certain types of products that are withdrawn from circulation or have limited circulation;
- the need to carry out certain subsidized activities and conduct unprofitable production;
- the need to carry out activities provided for by federal laws exclusively for state-owned enterprises.

The decision to establish a unitary enterprise must determine the goals and subject of the unitary enterprise’s activities.

The procedure for determining the composition of property assigned to a unitary enterprise on the right of economic management or on the right of operational management, as well as the procedure for approving the charter of a unitary enterprise and concluding a contract with its director, is established by the Government of the Russian Federation, authorized government bodies of the constituent entities of the Russian Federation or local government bodies, and in relation to federal state enterprises, the rights of the owner of property of which are exercised in accordance with the Federal Law "On the State Atomic Energy Corporation Rosatom", - the State Atomic Energy Corporation Rosatom.

The value of property assigned to a unitary enterprise on the right of economic management or on the right of operational management, upon its establishment, is determined in accordance with the legislation on valuation activities.

Branch of a unitary enterprise

According to paragraph 1 of Art. 113 of the Civil Code of the Russian Federation, a unitary enterprise is recognized as a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner.

At the same time, only state and municipal enterprises can be created in the form of unitary enterprises.

According to paragraph 2 of the above-mentioned article of the Code, the property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management.

In accordance with paragraph 1 of Art. 5 of Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter referred to as the Law on State and Municipal Enterprises), a unitary enterprise can create branches in agreement with the owner of its property.

The rights of the owner of the property of a unitary enterprise are exercised on behalf of the Russian Federation or a constituent entity of the Russian Federation by state authorities of the Russian Federation or government authorities of a constituent entity of the Russian Federation. On behalf of the municipality, the rights of the owner of the property of a unitary enterprise are exercised by local government bodies.

The constituent document of a unitary enterprise is its charter, which is approved by the authorized state bodies of the Russian Federation.

Information about the branch must be reflected in the charter of the unitary enterprise.

In accordance with paragraph 5 of Art. 5 of the Law on State and Municipal Enterprises, messages about changes in the charter of a unitary enterprise, information about its branches, are submitted to the body that carries out state registration of legal entities (tax authority).

At the same time, the above changes in the charter of a unitary enterprise come into force for third parties from the moment of notification of such changes. Thus, amendments to the charter of a unitary enterprise related to the creation of a branch are not of a declarative, but of a notification nature and are similar to the procedure provided for when creating a branch of a joint-stock company or limited liability company (notification form No. P13002, state duty is not paid).

The head of a branch of a unitary enterprise is appointed by the unitary enterprise and acts on the basis of his power of attorney.

The branch is endowed with the property of the unitary enterprise that created it.

Unitary economic enterprises

Business societies and unitary enterprises are legal entities. Legal entities are those subjects of legal relations that have separate property in ownership, economic management or operational management and are liable for their obligations with this property, can acquire and exercise property and personal non-property rights in their own name, bear responsibilities, be a plaintiff and defendant in court (Article 48 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation)).

One of the most common and most practically significant classification of legal entities is the division of legal entities by purpose of activity. In accordance with this classification, commercial non-profit legal entities are distinguished.

Commercial legal entities are organizations that pursue profit as the main goal of their activities and distribute the resulting profits among participants.

Commercial legal entities include business partnerships and societies, as well as state and municipal unitary enterprises.

Legal entities that are non-profit organizations can be created in the form of consumer cooperatives, public or religious organizations (associations), owner-financed institutions, charitable and other foundations, as well as in other forms provided by law.

The main activity of commercial legal entities is entrepreneurial activity aimed at making a profit.

Among commercial legal entities, unitary enterprises stand out especially since they do not have ownership rights to their property. Such property belongs to them under the right of economic management or operational management. The owner of the property of unitary enterprises is the state or municipal entity.

According to Article 66 of the Civil Code of the Russian Federation, business partnerships and companies are recognized as commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it by right of ownership.

Business companies can be created in the form of a joint stock company, a limited liability company or an additional liability company.

Participants in business companies and investors in limited partnerships can be citizens and legal entities.

State bodies and local government bodies do not have the right to act as participants in business companies and investors in limited partnerships, unless otherwise provided by law.

Owner-financed institutions may be participants in business companies and investors in partnerships with the permission of the owner, unless otherwise provided by law.

The law may prohibit or limit the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint-stock companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by the Civil Code of the Russian Federation and other laws.

Business partnerships and companies are subjects of general legal capacity, that is, they have the right to carry out any activity not prohibited by law (Article 49 of the Civil Code of the Russian Federation).

At the same time, unitary enterprises are subjects of special legal capacity; they have the right to carry out only those types of activities that are enshrined in the constituent documents of the enterprise. A unitary enterprise may have civil rights corresponding to the subject and goals of its activities, provided for in the charter of this unitary enterprise, and bear responsibilities associated with these activities (Article 3 of Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter referred to as the Law on Unitary Enterprises) enterprises).

In connection with the above, it should be noted that in practice, during state registration of a business company, registration authorities require information about planned types of activities to be included in the organization’s constituent documents and often refuse registration on this basis. Such actions of registration authorities are unlawful, since the legislation does not provide for the mandatory inclusion of information about types of activities in the constituent documents of business companies. Moreover, according to paragraph 18 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 6 and the Plenum of the Supreme Arbitration Court of the Russian Federation dated No. 8 “On some issues related to the application of part one of the Civil Code of the Russian Federation” of a commercial organization, the constituent documents of which do not contain a list of types activity, a license to engage in the relevant type of activity cannot be refused only on the grounds that the corresponding type of activity is not provided for by its constituent documents.

Activities of unitary enterprises

The activities of unitary enterprises are regulated by the charter, which indicates the volume of assigned property and the powers of the enterprise. The charter is approved by the relevant state or municipal body. The owner also appoints a director of the enterprise, who acts on behalf of the unitary enterprise without a power of attorney. He cannot hold positions in government bodies, nor be a founder of any legal entity or engage in business.

The head of a unitary organization can:

Approve the staff of the enterprise, conclude and terminate employment contracts;
- issue orders;
- make transactions on behalf of the enterprise;
- represent the interests of the enterprise.

A unitary enterprise can dispose of the transport, raw materials, and equipment belonging to it in order to receive proceeds from the sale. But real estate that belongs to the owner cannot be sold without the consent of the owner. Unitary organizations differ from ordinary enterprises and joint stock companies in the formation of finances. Otherwise, the authorized capital is formed (this is the property assigned to the unitary enterprise), profits are used and sources of financing are attracted from the budget.

Profit is generated, as in commercial organizations, but the state or municipality determines the procedure and amount of annual transfers of part of the profit in its favor. That is, part of the profit remaining after paying payments and taxes should be transferred to the appropriate budget. The charter of a unitary enterprise determines the procedure for distributing profits, and part of it can be used to increase the authorized capital.

The net profit remaining at the disposal of the enterprise can be used for:

Construction and renovation of fixed assets;
- development of the enterprise’s activities;
- marketing and market research;
- introduction of new technologies;
- measures for labor protection and environmental protection.

Federal, regional, and local budgets may allocate funds to unitary organizations in the form of subsidies, grants, and subventions. These funds can only be used for targeted needs. For example, for social events or individual programs. Unitary enterprises can also attract borrowed funds. But this is problematic, since such an enterprise does not own any property. It is impossible to contact a credit institution and provide real estate as collateral without the consent of the owner. In such cases, the owner can issue a budget loan with repayment conditions. Then the cost will become a source for repaying interest on the loan.

Unitary enterprises cannot create subsidiaries so as not to remove property from state or municipal control.

Unitary enterprise funds

The Moscow city government adopted Resolution No. 243-PP “On approval of Methodological Recommendations on the procedure for the formation and use of funds of unitary enterprises of the city of Moscow.”

Paragraph 1 of the document establishes the following types of funds that a unitary enterprise can create. These include:

Reserve Fund;
- production development;
- development of the social sphere (if necessary);
- material incentives.

Now we will consider each of these funds sequentially and in order.

The reserve fund can be used by a unitary enterprise only to solve two problems:

Firstly, if the company has a loss at the end of the reporting period.

Secondly, to write off irrecoverable debts. This provision is quite new for the reserve fund.

Clause 1 of Article 16 of Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises” establishes that a unitary enterprise, at the expense of the net profit remaining at its disposal, creates a reserve fund in the manner and in the amounts provided for by the charter of the unitary enterprise. The reserve fund funds are used exclusively to cover losses of the unitary enterprise.

As can be seen from the above quote, the law allows the funds of the fund to be used to cover any losses of the enterprise. At the same time, the resolution limits this possibility.

The explanations to account 82 “Reserve capital” to the current Chart of Accounts indicate the following.

The use of reserve capital funds is accounted for as a debit to account 82 “Reserve capital” in correspondence with accounts: 84 “Retained earnings (uncovered loss)” - in terms of the amounts of the reserve fund allocated to cover the organization’s loss for the reporting year; 66 “Settlements on short-term loans and borrowings” or 67 “Settlements on long-term loans and borrowings” - in terms of amounts used to repay the bonds of the joint-stock company.

The Chart of Accounts does not indicate the possibility of using the fund's funds to write off bad debts. Thus, there is a certain contradiction.

In our opinion, in this situation it is necessary to use the possibilities of the resolution of the Moscow Government, which gives unitary enterprises the right to write off irrecoverable debts at the expense of the fund.

Let's consider the production development fund. This fund is used to reserve funds for capital investments of the enterprise in production.

In case of acquisition of various fixed assets, modernization, etc. the enterprise is forced to incur one-time expenses when paying for these capital investments. Subsequently, these objects are subject to depreciation and their value is transferred to expenses over their useful life. Thus, a situation arises when an enterprise needs to determine in advance those funds that can be spent for these purposes.

We propose using two special sub-accounts for this fund. Designate the first subaccount as “Accrued Production Development Fund”, and the second subaccount as “Used Production Development Fund”.

Then the accrual of funds to the fund is reflected by an entry in the debit of account 84 “Retained earnings (uncovered loss)” and the credit of account 84 “Accrued Production Development Fund”. Based on the results of work for the year, the company performs a calculation that takes into account all capital investments of the current year. To do this, you should take the turnover from the debit of account 01 “Fixed assets” and the credit of account 08 “Investments in non-current assets”. Here you should add the balance on account 08 “Investments in non-current assets”, which arose during the reporting year. After this, the accrued depreciation should be subtracted from the resulting amount. The resulting value will be the amount of the used fund, which is reflected by an entry in the debit of account 84 “Accrued Production Development Fund” and the credit of account 84 “Used Production Development Fund”.

The Social Sphere Development Fund is the only fund next to which there is an explanation that this fund is created out of necessity. We believe that there is no need to create this fund for MSUE Moslift.

Let's consider a material incentive fund. The question arises - what types of payments should be made from this fund.

The resolution states that this fund does not include the costs of wages, material incentives and social payments paid in accordance with employment contracts, collective agreements and other local acts and taken into account in accordance with the requirements of the current legislation (labor, tax and business rules). financial statements) in the expenses (cost) of the enterprise when determining net profit.

Thus, all other payments to employees of the enterprise are paid from this fund.

In accordance with clause 12 of the Accounting Regulations “Organization Expenses” (PBU 10/99), approved by Order of the Ministry of Finance of Russia N 33n, funds transferred in connection with the implementation of charitable activities, sporting events, recreation, cultural and educational events and other similar activities are non-operating expenses. Accordingly, these amounts should be reflected in the debit of account 91 “Other income and expenses”.

However, the resolution indicates another source - the material incentive fund. Thus, enterprises are required to reflect these expenses at the expense of the fund.

The amount of net profit reflected in the “Profit and Loss Statement” is distributed to the funds, from which payments to the owner are deducted (clause 2).

Enterprise funds are formed according to standards as a percentage of the net profit. This is stated in paragraph 3 of the document. In this case, the percentage of deductions is determined by the enterprise annually on the basis of planning and economic calculations.

In our opinion, the calculation should be performed using information from several past reporting periods and the enterprise’s activity plan for the current year. The amount of contributions to the reserve fund can be established according to the general rule that is established for joint-stock companies and limited liability companies, that is, at least 5% of net profit.

The standards are subject to inclusion in the plan (program) of the financial and economic activities of the enterprise, which is approved by the city executive body under whose jurisdiction the relevant enterprise is assigned. After approval of this Plan (program), the standards for the formation of enterprise funds are approved by order of the head of the enterprise.

The next important question that needs to be decided is whether funds should be accrued based on the results of the year or based on the results of each quarter. Paragraph 4 of the resolution establishes precisely the possibility of advance payments to the fund, and not the obligation. Therefore, organizations should make this decision independently. However, we would like to draw your attention to the explanation of account 99 “Profits and losses”. It states that at the end of the reporting year, when preparing annual financial statements, account 99 “Profits and losses” is closed. In this case, by the final entry in December, the amount of net profit (loss) of the reporting year is written off from account 99 “Profits and losses” to the credit (debit) of account 84 “Retained earnings (uncovered loss)”. Consequently, the Chart of Accounts establishes the formation of net profit at the end of the year. We propose to take advantage of this provision and make contributions to the funds once a year.

Funds' funds can only be used for the purposes for which they were created (clause 5).

Funds from all funds not spent at the end of the reporting period can be used in the following reporting periods.

There is one last point that we would like to draw your attention to. In paragraph 2 of the document there is the following phrase - “the total size of the enterprise’s funds in the part formed from profits...”. This wording allows you to think about whether an enterprise can independently create any fund not mentioned in the resolution. We think it can. However, there is no rationale for creating any other funds other than those specified in the resolution.

Agricultural unitary enterprises

A unitary enterprise is a commercial organization that is not vested with the right of ownership of property assigned to it by the owner. Only state and municipal enterprises can be created in the form of unitary enterprises. The property of unitary enterprises belongs by right of ownership to the Russian Federation or to a municipal entity (city, district). It belongs to him by the right of economic management or by the right of operational management, is indivisible and cannot be distributed among contributions (shares), including among employees of a unitary enterprise.

The enterprise has an independent balance sheet and can acquire and exercise property and non-property rights on its own behalf.

In accordance with current legislation, the following types of unitary enterprises are created and operate:

Unitary enterprises based on the right of economic management - a federal state enterprise, a state enterprise of a subject of the Federation and a municipal enterprise;
- unitary enterprises based on the right of operational management - a federal state-owned enterprise, a state-owned enterprise of a subject of the Federation and a state-owned municipal enterprise.

The owner of the property of a unitary enterprise has the following rights:

Decides to create a unitary enterprise;
- determines the goals, subject, types of activities and gives consent to the participation of a unitary enterprise in associations of commercial organizations;
- approves the charter, makes changes to it, forms the authorized capital;
- makes a decision on the reorganization or liquidation of a unitary enterprise, the creation of its branches and representative offices;
- appoints the head of the enterprise; exercises control over the use of property;
- gives consent to carry out major transactions;
- approves the economic efficiency indicators of the enterprise, its financial statements and reports.

When vested with property under the right of economic management, a unitary enterprise disposes of movable property independently, and real estate does not have the right to sell, exchange, lease, pledge, or contribute as a contribution to the authorized capital of other legal entities without the consent of the owner. With the right of operational management, the latter requirement applies not only to real estate, but also to movable property.

The owner of the property of a state-owned enterprise has the right to confiscate excess or unused property from it, provide the state-owned enterprise with binding orders for the supply of goods, performance of work for state or municipal needs, and also approve the estimate of income and expenses of the enterprise.

A unitary enterprise is a legal entity and has civil rights corresponding to the subject and goals of its activities. It is liable for its obligations with all its property. If there is insufficient property, the Russian Federation, a subject of the Federation, or a municipal entity bear subsidiary (i.e., additional) liability for the obligations of their state-owned enterprises.

Unitary enterprises are created for the use of property, the privatization of which is prohibited, if necessary, to carry out activities in order to solve social problems (production and sale of goods at minimum prices, conducting procurement and commodity food interventions), carrying out scientific, scientific and technical activities in the interests of the country’s security, satisfaction state and municipal needs for certain types of products, etc.

The charter of a unitary enterprise is approved by authorized state and municipal bodies. It must indicate the goals, subject and types of activities, the size of the authorized capital and the sources of its formation, the use of profits, the list, size, procedure for the formation and use of funds.

The property of a unitary enterprise is formed through:

Property assigned to it by the owner;
- income of the enterprise from its activities;
- other sources that do not contradict the law.

The authorized capital of a unitary enterprise determines the minimum amount of its property that guarantees the interests of creditors. The size of the authorized capital of a state-owned enterprise must be no less than 5,000 times the minimum wage established by law on the date of state registration of the enterprise, and of a municipal enterprise - no less than 1,000. In state-owned enterprises, the authorized capital is not formed, because The owner bears subsidiary liability for his obligations.

A unitary enterprise, at the expense of the net profit remaining at its disposal, creates, in the manner and in the amounts prescribed by the charter, a reserve fund, which is used to cover the losses of the enterprise. Other funds provided for by the charter are also created at the expense of net profit.

The owner of the property of a unitary enterprise has the right to receive part of the profit from the use of property under economic management. Therefore, unitary enterprises annually transfer to the appropriate budget part of the profit remaining after paying taxes and mandatory payments in the amount specified in the Charter.

The owner of the property exercises control over the intended use and safety of the property belonging to the unitary enterprise, and approves the indicators of the economic efficiency of its activities. In state-owned enterprises, he has the right to seize excess, unused property, complete binding orders for the supply of goods, performance of work for state and municipal needs, and approve estimates of income and expenses.

The owner of the property appoints, under a contract, the head of the unitary enterprise (director, general director), who is the sole executive body of the enterprise.

Control over the activities of unitary enterprises is carried out by authorized state and municipal bodies, to which they submit financial statements at the end of the reporting period, subject to an annual audit by an independent auditor.

In agriculture, state and municipal enterprises are breeding, seed-growing, experimental and demonstration farms, educational farms, enterprises for land management, veterinary medicine, the formation of regional food funds, etc.

Charter of a unitary enterprise

The constituent document of a unitary enterprise is its charter.

The charter of a unitary enterprise is approved by authorized state bodies of the Russian Federation, state bodies of a constituent entity of the Russian Federation or local government bodies.

The charter of a unitary enterprise must contain:

Full and abbreviated corporate names of the unitary enterprise;
- indication of the location of the unitary enterprise;
- goals, subject, types of activities of the unitary enterprise;
- information about the body or bodies exercising the powers of the owner of the property of the unitary enterprise;
- name of the unitary enterprise body (manager, director, general director);
- the procedure for appointing a head of a unitary enterprise, as well as the procedure for concluding, amending and terminating an employment contract with him in accordance with labor legislation and other regulatory legal acts containing labor law norms;
- a list of funds created by a unitary enterprise, the size, procedure for the formation and use of these funds;
- other information provided for by this Federal Law.

The charter of a state or municipal enterprise, in addition to the information specified in paragraph 3 of this article, must contain information on the size of its authorized capital, the procedure and sources of its formation, as well as the directions for using profits.

The charter of a state-owned enterprise, in addition to the information specified in paragraph 3 of this article, must contain information on the procedure for the distribution and use of income of the state-owned enterprise.

The charter of a unitary enterprise may also contain other provisions that do not contradict this Federal Law and other federal laws.

Changes to the charter of a unitary enterprise are made by decision of a state body of the Russian Federation, a state body of a constituent entity of the Russian Federation or a local government body authorized to approve the charter of a unitary enterprise.

Changes made to the charter of a unitary enterprise, or the charter of a unitary enterprise in a new edition, are subject to state registration in the manner prescribed by Article 10 of this Federal Law for state registration of a unitary enterprise.

Changes made to the charter of a unitary enterprise, or the charter of a unitary enterprise in a new edition, become valid for third parties from the moment of their state registration, and in cases established by this Federal Law, from the moment of notification to the body carrying out state registration of legal entities.

Commercial unitary enterprises

The Concept proposed gradually replacing state and municipal unitary enterprises, as a hopeless organizational and legal form of a legal entity, with other types of commercial organizations, primarily business entities with the decisive participation of public legal entities, retaining in the future only federal government enterprises for some particularly important economic spheres (clause 6.3 of the Concept). However, for now this organizational and legal form remains in full force in the Civil Code of the Russian Federation.

Structural changes were made to the norms of the Civil Code of the Russian Federation on state (municipal) unitary enterprises, referring most issues of the activities of unitary enterprises to the law on state and municipal unitary enterprises.

It is interesting that if earlier in paragraph 1 of Art. 114 of the Civil Code of the Russian Federation it was stated that a state-owned enterprise is a unitary enterprise with the right of operational management, but now clause 1 of Art. 113 of the Civil Code of the Russian Federation operates with the concept of “unitary state enterprise”, and paragraph 2 of the same article states that the property of a unitary enterprise (of any type) may belong to it under the right of economic management or operational management; The rights of a unitary enterprise to the property assigned to it are determined in accordance with the Civil Code of the Russian Federation and the Law on State Unitary Enterprises.

These rules themselves allow the Law on State Unitary Enterprises to determine which type of enterprises own property under what right. However, at the time of the adoption of the Law, the provisions of the Civil Code of the Russian Federation on the right of economic management and operational management (Articles 294, 296 of the Civil Code of the Russian Federation) and the Law on State Unitary Enterprises on types of unitary enterprises (clause 2 of Article 2 of the Law on State Unitary Enterprises) clearly provide that state and municipal enterprises are based on the right of economic management, and state-owned enterprises are based on the right of operational management.

Therefore, such a change can most likely be explained by the desire of the legislator to formulate the norm more successfully, without affecting Art. Art. 113 and 114 of the Civil Code of the Russian Federation on issues of ownership of property by a unitary enterprise on one or another right.

Other significant changes are as follows:

Norm	Before acceptance Law	After acceptance Law
	Unitary enterprise	Basic provisions on a unitary enterprise
para. 2 p. 3 art. 113	The charter of a unitary enterprise must contain, in addition to the information specified in paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, information about the subject and goals of the enterprise’s activities, as well as the size of the authorized capital of the enterprise, order and sources of its formation, with the exception of state-owned enterprises.	The charter of a unitary enterprise must contain information about its corporate name and location, the subject and purpose of its activities. The charter of a unitary enterprise that is not a state-owned enterprise must also contain information on the size of the authorized capital of the unitary enterprise.
para. 3 paragraph 6 art. 113	The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise, except as otherwise provided clause 3 art. 56 Civil Code of the Russian Federation(47). This rule also applies to the liability of an enterprise that established a subsidiary for the obligations of the latter (48) (clause 7 of Article 114 of the Civil Code of the Russian Federation as amended).	The owner of the property of a unitary enterprise, with the exception of the owner of the property of a state-owned enterprise, is not liable for the obligations of his unitary enterprise.
	There was no such provision in the Civil Code of the Russian Federation. The procedure for reorganizing enterprises is provided for in Chapter V of the Law on State Unitary Enterprises.	A unitary enterprise can be reorganized in accordance with the Law on State Unitary Enterprises and laws on privatization.
	Unitary enterprise based on the right of economic management	Creation of a unitary enterprise and its authorized capital
	A unitary enterprise based on the right of economic management is created by a decision of an authorized state body or local government body, unless otherwise provided by law.	A unitary enterprise is created on behalf of a public legal entity by a decision of an authorized state body or local government body.

Transactions of a unitary enterprise

When making transactions with the participation of state or municipal unitary enterprises, it is necessary to take into account the provisions of Federal Law N 161-FZ. Transactions of a unitary enterprise must correspond to both the goals and the subject and types of its activities provided for in its charter. In this article we will consider the procedure and conditions for transactions by unitary enterprises.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

State and municipal enterprises operate in the organizational and legal form of unitary enterprises.

The property of a state or municipal unitary enterprise is in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management.

The legal status of unitary enterprises is determined by the Civil Code of the Russian Federation and Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter referred to as Law No. 161-FZ).

A unitary enterprise can, on its own behalf, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

Unitary enterprises have special legal capacity, that is, they have the right to carry out only those types of activities that are defined in the charter of the enterprise. According to paragraph 3 of Article 113 of the Civil Code of the Russian Federation, the charter of a unitary enterprise must contain information about its corporate name and location, the subject and purpose of its activities.

In addition, regulations may establish certain types of activities that unitary enterprises are not entitled to carry out.

Authorized fund of a unitary enterprise

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of property assigned to it by the owner.

Only state and municipal enterprises can be created in the form of unitary enterprises.

The property of a unitary enterprise belongs by right of ownership to the state (Russian Federation), a subject of the Russian Federation or a municipal entity. The formation of the authorized capital of unitary enterprises is carried out in accordance with the requirements of Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises”.

The constituent document of a unitary enterprise is its charter. The charter of a unitary enterprise is approved by authorized state bodies of the Russian Federation, state bodies of a constituent entity of the Russian Federation or local government bodies.

The authorized capital of a state or municipal unitary enterprise can be formed from money, as well as securities, other things, property rights and other rights that have a monetary value, and its size is determined in rubles.

The size of the authorized capital of a state unitary enterprise must be no less than 5,000 times the minimum wage established by federal law on the date of its state registration.

The size of the authorized capital of a municipal unitary enterprise must be no less than 1000 times the minimum wage established by federal law on the date of its state registration.

The authorized capital of a state or municipal unitary enterprise must be fully formed by the owner of its property within three months from the date of state registration of such an enterprise.

Property transferred to unitary enterprises belongs to them on the right of economic management or on the right of operational management, is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the unitary enterprise.

To account for operations on the formation of the authorized capital of a unitary enterprise, subaccount 75–1 is also applied to account 75 “Settlements with founders,” which in relation to unitary enterprises is referred to as subaccount 75–1 “Settlements for allocated property.”

On this sub-account, unitary enterprises take into account settlements with a state body or local government body for property transferred to the balance sheet under the right of economic management or operational management.

Registration of the authorized capital of a unitary enterprise is reflected in the credit of account 80 “Authorized capital” and the debit of subaccount 75–1 “Calculations for allocated property”.

Accounting entries in subaccount 75–1 “Settlements on allocated property” are made in a manner similar to the procedure for recording settlements on contributions to the authorized capital of limited liability companies:

		Corresponding accounts

	The property due to the unitary enterprise from the state (municipal) body is determined in accordance with the constituent documents
	The cost of a fixed asset item received by a unitary enterprise from a state (municipal) body is reflected
	The same when receiving an object of intangible assets
	The cost of equipment for installation received by a unitary enterprise from a state (municipal) body is reflected
	The same when receiving raw materials and materials
	The same when receiving animals for growing and fattening
	The same when receiving goods
	The same, when receiving funds at the cash desk, to a current or foreign exchange account

If the transfer of property (for example, an item of fixed assets) to economic management (operational management) is carried out in excess of the amount of the authorized capital of a unitary enterprise, determined by the constituent documents, then such an operation is reflected in accounting with the following entries (the above entries are applied in the case when the authorized capital of a unitary enterprise enterprise was not increased in accordance with the procedure established by law):

By decision of the state (municipal) body, the authorized capital of a unitary enterprise can be increased or decreased.

The increase in the authorized capital of a unitary enterprise is carried out in the manner prescribed by law on the basis of a decision of a state (municipal) body.

An increase in the authorized capital is allowed only after it has been formed in full, including after the transfer of real estate and other property to a state or municipal unitary enterprise.

An increase in the authorized capital of a unitary enterprise can be made through additional transfer of property to it or through income received by it as a result of its activities.

A decision to increase the authorized capital of a state or municipal enterprise can be made by the owner of its property only on the basis of data from the approved annual financial statements of such an enterprise for the past financial year.

At the same time, the size of the authorized capital of a state or municipal enterprise, taking into account the size of its reserve fund, cannot exceed the value of the net assets of such an enterprise.

An increase in the authorized capital of an enterprise due to the additional transfer of property to it is reflected in the credit of account 80 “Authorized capital” and the debit of subaccount 75–1 “Calculations for allocated property”.

The reduction of the authorized capital of a unitary enterprise is carried out in the manner established by law on the basis of a decision of a state (municipal) body. A reduction in the authorized capital of a unitary enterprise can be made through the seizure of property. The authorized capital of a unitary enterprise is reduced by the body that made the decision to create it.

A decrease in the authorized capital of a unitary enterprise due to the seizure of property by a state (municipal) body is reflected in the accounting as a debit to account 80 “Authorized capital” and a credit to subaccount 75–1 “Settlements for allocated property.” The direct seizure of property from a unitary enterprise is reflected in the debit of subaccount 75–1 “Calculations for allocated property” and the credit of the cash and property accounts.

		Corresponding accounts

	The authorized capital of a unitary enterprise has been reduced by the amount of funds and/or property seized by the state (municipal) body
	The seizure of fixed assets by a state (municipal) body is reflected
	The same, when seizing an object of intangible assets
	The same when removing equipment for installation
	The same with the withdrawal of raw materials and materials
	The same applies to the removal of animals being raised or fed
	The same applies to the seizure of goods
	The same applies to withdrawal of funds

The seizure of property received in excess of the amount of the established authorized capital of a unitary enterprise is reflected in accounting in the usual manner using account 91 “Other income and expenses.”

The authorized capital of a state or municipal enterprise cannot be reduced if, as a result of such reduction, its size becomes less than the minimum amount of the authorized capital specified above.

If at the end of the financial year the value of the net assets of a state (municipal) enterprise is less than the size of its authorized capital, the owner of the property of such an enterprise is obliged to make a decision to reduce the size of the authorized capital of the state (municipal) enterprise to an amount not exceeding the value of its net assets.

If at the end of the financial year the value of the net assets of a state (municipal) enterprise is less than the established minimum size of the authorized capital and within three months the value of the net assets is not restored to the minimum amount of the authorized capital, the owner of the property of the state (municipal) enterprise must decide to liquidate or reorganization of such an enterprise.

The value of the net assets of a state (municipal) enterprise is determined on the basis of financial statements in the manner established by regulatory legal acts of the Russian Federation.

In conclusion, we note that in the liability side of the balance sheet under the section “Capital and reserves” (line 410 “Authorized capital”) the amount of the authorized (share) capital of the organization is shown in accordance with the constituent documents, and for state and municipal unitary enterprises - the amount of their authorized capital ( account balance 80).

In the same section, after line 410, under the article “Own shares purchased from shareholders,” the actual costs of the organization for the redemption of its own shares and shares are shown (account balance 81).

Liquidation of a unitary enterprise

The following types of unitary enterprises are created and operate in the Russian Federation:

Unitary enterprises based on the right of economic management - federal state enterprise and state;
enterprise of a constituent entity of the Russian Federation (hereinafter also referred to as a state enterprise), municipal enterprise;
unitary enterprises based on the right of operational management - federal state enterprise, state enterprise;
subject of the Russian Federation, municipal government enterprise (hereinafter also referred to as government enterprise).

A unitary enterprise must have a round seal containing its full corporate name in Russian and an indication of the location of the unitary enterprise.

A unitary enterprise may be reorganized by decision of the owner of its property in the manner prescribed by the Civil Code of the Russian Federation, this Federal Law and other federal laws.

In cases established by Federal Law, the reorganization of a unitary enterprise in the form of its division or separation from its composition of one or more unitary enterprises is carried out on the basis of a decision of an authorized state body or a court decision.

Reorganization of a unitary enterprise can be carried out in the form of:

Mergers of two or more unitary enterprises;
- joining one or more unitary enterprises to a unitary enterprise;
- division of a unitary enterprise into two or more unitary enterprises;
- separation from a unitary enterprise of one or more unitary enterprises;
- transformation of a unitary enterprise into a legal entity of a different organizational and legal form in the cases provided for by this Federal Law or other federal laws.

Unitary enterprises can be reorganized in the form of merger or accession if their property belongs to the same owner.

A unitary enterprise is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of newly emerged legal entities.

A unitary enterprise can be liquidated by decision of the owner of its property.

A unitary enterprise may also be liquidated by a court decision on the grounds and in the manner established by the Civil Code of the Russian Federation and other federal laws.

Liquidation of a unitary enterprise entails its termination without transfer of rights and obligations by way of succession to other persons.

If a decision is made to liquidate a unitary enterprise, the owner of its property appoints a liquidation commission.

From the moment the liquidation commission is appointed, the powers to manage the affairs of the unitary enterprise are transferred to it. The liquidation commission acts in court on behalf of the liquidated unitary enterprise.