What are business entities? Individual entrepreneurs as subjects of business law. Public and religious associations

Entrepreneurial business: subjects and forms

Business entities.

Business entities in the Russian Federation.

Organizational and legal forms of entrepreneurship in Russia.

1. Business entities

Business entity is an active party to any transaction, a bearer of rights and obligations arising during the preparation and implementation of the transaction.

Business entities, guided by business interests, can engage in any types and types of business activities not prohibited by law.

The activities of business entities are extraterritorial, that is, no differences in the laws of states can cancel the ability of business entities to enter into business relations.

Under business entity the functional affiliation of a given subject and the functional specialization of its activities are understood.

Based on functional specialization, business entities are divided into:

Entrepreneurs who carry out proactive activities at their own risk and under their individual economic and legal responsibility (collectives of entrepreneurs and business associations);

Workers carry out labor activities for hire, as well as trade unions;

Individual and collective consumers of products;

State and municipal authorities and management are business entities in cases where they act directly as participants in a transaction, as well as government officials.

2. Business entities in the Russian Federation

Entrepreneurial activity is carried out in two forms:

1) individual, i.e. individual entrepreneurs

2) by creating an organization, when other persons are involved, i.e. entity.

Thus, the subjects of entrepreneurial activity in the Russian Federation are: citizen entrepreneurs and legal entities.

Citizens have the right to engage in entrepreneurial activity from the moment of state registration, and have the right to choose any type of activity not prohibited by law.

In some cases, a license or permit is required to run an individual business.

Individual entrepreneurs are individuals who conduct business at their own expense and are personally involved in management; they are also responsible for the obligations of all the property they own, thus, all the risk rests with them.

Means of individualization of citizens - entrepreneurs:

2) Place of residence, which is determined by the place of permanent or primary residence on the basis of registration.

Acquiring rights and obligations on behalf of another person is prohibited.

Legal requirements for running an individual business:

1) Registration requirement

2) Obtaining a license (permission for a specific type of activity)

3) Providing a declaration and tax documentation on the status of income and turnover for paying taxes.

4) Compliance with tax laws regarding the employment of third parties.

5) Compliance with laws or regulations for a specific type of activity that may limit it or serve to control it.

Individual entrepreneurship has a number of positive aspects:

The client often knows the entrepreneur personally. Consequently, the entrepreneur can quickly respond to changes in consumer tastes.

Flexibility and the ability to make quick decisions, because there is no interference from partners.

The existence of a psychological incentive for hard work.

Disadvantages of individual entrepreneurship:

1) Limited financial resources.

2) Limited business scale.

3) The impossibility of large supplies and the development of large-scale production.

4) The limitations of human abilities and problems with the use of vacations and sick leave.

The Civil Code of the Russian Federation says: entity- an organization that has separate property in ownership, economic management and operational management and is liable for its obligations with this property, can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, and be a plaintiff or defendant in court.

Signs of a legal entity:

1) Organizational unity is a coordinated structure and the presence of governing bodies.

2) Property isolation, i.e. Property is assigned to a legal entity on the basis of various rights.

3) Legal entities have an independent balance sheet or budget.

4) The ability to sue and act as a defendant in court on your own behalf.

5) Independent property liability presupposes that a legal entity is liable for its obligations with all the property belonging to it.

Legal entities differ in a number of ways:

1) According to the form of ownership, legal entities can be private or public

2) By the nature of the raw materials consumed:

a) mining industry enterprises

b) processing industry enterprises

3) Depending on the size:

a) large

b) average

Also, legal entities differ in their industry and type of main activity, etc.

In accordance with the Civil Code of the Russian Federation, legal entities are classified:

1. Depending on what rights the founders (participants) retain in relation to legal entities or their property

1.1. Legal entities in respect of which their participants have rights of obligations (business partnerships and societies, production and consumer cooperatives)

1.2. Legal entities on property of which their founders have the right of ownership (state municipal unitary enterprises)

1.3.Legal entities in respect of which their founders do not have any property rights (religious and public foundations, charitable organizations)

2. Depending on the goals of the activity, every legal entity belongs to one of two categories:

2.1.Commercial, pursue profit as the main goal of their activities.

2.2. Non-profits that pursue other goals.

3.by organizational and legal form: (see clause 3)

3. Organizational and legal forms of doing business in the Russian Federation

Business partnerships and societies

General partnerships

Institutions

Organizational and legal forms of entrepreneurship

Religious and public organizations

With the right of operational management

Limited Liability Companies

Additional liability company

According to the Civil Code, business partnerships and companies are recognized as commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Business partnerships and societies have similar features:

Property created through the contributions of participants, as well as acquired or produced in the process of activity, belongs to these enterprises by right of ownership.

Business partnerships and companies as legal entities can be participants in other partnerships and companies.

The founders have obligations in relation to the company.

Partnership – This is an association of persons who are engaged in entrepreneurial activities; only individual entrepreneurs or commercial organizations can participate in them.

Full A partnership is recognized, the participants of which (general partners), in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are liable for their obligations with the property belonging to them.

The corporate name of a general partnership must contain the names (titles) of all its participants and the words “full partnership”.

A general partnership is created and operates on the basis of a constituent agreement signed by all participants; management is carried out by common consent, each participant has one vote, unless otherwise provided by the agreement.

Features of a general partnership:

The entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity.

If there is insufficient partnership property to pay off debts, creditors have the right to demand that they be covered from the personal property of any of the participants.

Any of the participants is engaged in business activities on behalf of the partnership as a whole, therefore a charter establishing the competence of the management bodies is not required.

Limited partnership consists of two groups of participants: full participants and contributors. The activities of general partners are carried out in the same way as in a general partnership.

Investors only make contributions to the property of the partnership, but are not liable for obligations with personal property. By attracting investors, it becomes possible to obtain additional funds not at the expense of the property of general partners.

Investors do not have the right to participate in the management of the limited partnership and act on its behalf. Investors have the right to receive a portion of the profit in accordance with the contributed share. The investor has the right to transfer his share to a third party, and the consent of his partners is not required.

Business societies.

Limited Liability Company An institution with one or more persons is recognized. A company whose authorized capital is divided into shares in amounts determined by the constituent documents. Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company within the limits of the amounts of contributions made by them. The constituent documents of an LLC are: the constituent agreement signed by the founders, the charter; the supreme body is the general meeting of participants.

LLC Features:

It is a type of capital association that does not require the mandatory personal participation of its members in economic activities.

The law determines the minimum size of the authorized capital, thus providing certain guarantees for creditors.

Additional liability company differs from an LLC only in that if the company’s property is insufficient to satisfy the claims of creditors, the participants can be held administratively liable, and jointly and severally.

Joint stock company A company is recognized whose authorized capital is divided into a certain number of shares. Shareholders are not liable for the obligations of the joint stock company, but bear the risk of losses within the value of their shares.

When organizing the authorized capital, complete equality of shares is maintained, with the mandatory registration of their shares. Upon exit, the shareholder cannot demand any payments, because it can be accomplished only in one way by selling (or otherwise transferring) your shares to another person.

Organizing the authorized capital with the help of securities makes it possible to concentrate large capital, as well as quickly alienate and acquire shares. However, with this form of enterprise organization, abuses most often occur.

The main difference between open joint stock companies is that its participants can alienate their shares without the consent of other shareholders. Whereas in a closed joint stock company, shareholders have a preemptive right to purchase shares sold by other shareholders of this company. In addition, in an OJSC, upon creation, it is necessary to carry out an open subscription to the issued shares and their free sale. To control the activities of the JSC, it is obliged to annually publish an annual report, balance sheet, and profit and loss account in the media.

When a closed joint-stock company is created, it distributes shares only among the founders, or a predetermined circle of persons.

According to the Civil Code, business companies include subsidiaries and dependent companies.

A subsidiary company is recognized as such if another main business company, due to its predominant participation in its authorized capital, or otherwise, has the opportunity to influence decisions made by such company. The subsidiary is not liable for the obligations of the parent. At the same time, the main company is jointly and severally liable for transactions concluded by the subsidiary company in execution of its orders.

A dependent business company is recognized as such if another, dominant or participating company has more than 20% of the voting shares or 20% of the authorized capital of the LLC.

Production cooperatives or artels – These are voluntary associations of citizens for joint economic activities based on their personal labor and other participation. The capital of a production cooperative is formed by combining the property share contributions of the cooperative participants. The constituent document is the charter. The number of members of the cooperative must be at least five. The profit of the cooperative is divided among its members in accordance with labor participation, unless a different procedure is provided for by the charter. The highest governing body is the general meeting of members of the cooperative. Each member of the cooperative has one vote. When leaving the cooperative, the participant must be paid the value of the share or the corresponding property must be transferred.

A production cooperative is based on a voluntary association of individuals who are not individual entrepreneurs.

State and municipal unitary enterprises stand in a special category among commercial enterprises.

A unitary enterprise is a commercial organization that is not endowed with property rights and does not have property assigned to it.

The charter of a unitary enterprise, in addition to general information, information about the purpose and subject of activity, must contain information about the size of the authorized capital, the procedure and sources of its formation, i.e. information about the owners.

Features of unitary enterprises:

The basis of the business is the principle of unitarity, in contrast to other commercial enterprises, which are based on the principle of corporatism. The principle of unitarity is that the founder is considered the owner of the property.

The property of a unitary enterprise is indivisible, and under no circumstances can it be divided according to salaries, shares, shares, even between employees.

The property of a unitary enterprise is assigned to a limited right: economic management or operational management.

The manager is appointed by the owner, to whom he is accountable.

The right of economic management is broader than the right of operational management, i.e. Enterprises of the 1st group have greater independence in management. They bear independent property liability for their debts, and the founders are not liable for their obligations, except in cases where the founder himself is to blame for bankruptcy.

In case of insolvency of enterprises based on the right of operational management (treasury), the Russian Federation bears subsidiary liability for obligations in the event of insufficient property of the enterprise. Thus, such an enterprise, in principle, cannot be bankrupt.

Non-profit organizations.

Associations of legal entities are created by commercial organizations for the purpose of coordinating business activities, as well as representing and protecting common property interests.

Associations of legal entities include:

1) Holdings.

2) Financial and industrial groups.

3) Intersectoral and regional business unions (associations).

The organization and activities of enterprise associations of any form are based on the following principles:

Voluntary association based on common economic interests.

Equality of participants in joint activities.

Freedom to choose the organizational form of the association.

Self-government of participants and associations as a whole.

Organization of relations on a contractual basis.

Legal entities that are part of the association retain the independence and rights of a legal entity; the governing bodies of the association are not replaced by administrative authority in relation to the enterprises included in the association; they perform their functions on the basis of contracts.

Holding is an organization characterized by a joint stock form that uses its capital to acquire shares of other companies. The holding's assets include controlling stakes in subsidiaries. At the same time, subsidiaries cannot own shares of the holding.

The holding system includes subsidiaries or grandson companies within the parent or parent company. At the same time, the parent company has a small percentage of shares in subsidiaries and can effectively control their activities.

The positive aspects of the activity are due to the following capabilities of the holding structure:

Taking advantage of the opportunities provided by increased production and sales volumes

High efficiency in international capital flows

Amortization of negative impacts of the state on enterprises.

Financial and industrial groups offer 3 education options:

1) Based on a contractual association of private legal entities.

2) By decision of the government, with the participation of state-owned enterprises.

3) By intergovernmental agreement.

Distinctive features of FIG (financial-industrial group):

The core of the group is a financial company.

Often based on the structure of the trading house.

The participation of industrial enterprises and various sectors of the economy plays an important role.

Financial and industrial groups include 3 types of organizations:

Trading (trading houses; wholesale trade enterprises; retail stores, as well as intermediary and transport organizations)

Credit and financial organizations (commercial banks; state banks; pension funds; insurance and investment companies)

Industrial enterprises

Advantages of FIG:

1) The possibility of effective interaction between financial and industrial capital.

2) Unified pricing policy.

3) Development of production cooperation processes.

Flaw: the possibility of market monopolization.

Business unions are groups of independent companies connected by common goals. What is characteristic of an entrepreneurial union is that participation in the union does not exclude participation in other types of association; within the framework of the union, long-term relationships are established between the participants. More often, business unions are created by companies that are engaged in similar types of activities. However, it is possible to create large associations representing entrepreneurs in general.

The concept of a business entity

Business entities are persons who directly carry out professional business activities on an ongoing basis.

Definition 1

A business entity is an officially registered person who owns property on the basis of which he conducts business activities, is a bearer of rights established by law, and bears independent property liability. Also, some types of activities can only be carried out by a business entity with a license.

Like any other economic unit, a business entity is characterized by a number of key elements, the characteristics of which are given directly in the definition: separate property, registration carried out in the prescribed manner, direct management of activities, economic competence, property liability of an independent nature.

Types of subjects - individual entrepreneurs and legal entities

Individual entrepreneurs carry out business activities without forming a legal entity. Information on the acquisition or termination of the status of an individual entrepreneur is recorded in a special state register. To register, an individual must submit a certain list of documents and an application to a special registration authority. Registration is carried out within 5 days from the date of application and submission of the application.

Legal entities are organizations with separate property that can acquire civil rights and obligations on their own behalf, as well as act as a plaintiff or defendant in an arbitration court. Legal entities, in turn, are divided into commercial and non-profit organizations.

The activities of commercial organizations are aimed at generating profit and distributing it, while non-profit organizations do not pursue such a goal. Non-profit organizations are divided into charitable, public and religious organizations, as well as consumer cooperatives.

Types of commercial organizations

Commercial organizations are divided into:

Business partnerships are divided into general and team partnerships, whose authorized capital is divided between the participants into shares.

Participants in general partnerships engage in entrepreneurial activities on the basis of an agreement concluded between them and bear full responsibility for the obligations of the partnership with the property belonging to them.

In addition to the participants engaged in entrepreneurial activities and bearing full responsibility for their property, command partnerships (on faith) include so-called investors who do not carry out activities and are liable only to the extent of the treasures contributed by them.

Business companies are divided into joint stock, limited and additional liability.

The founding (authorized capital) of limited and additional liability companies is divided among the participants into shares (the size is determined by the constituent document). The difference is that additional liability implies incurring liability for the risks of the enterprise in an amount that is a multiple of the value of the contribution made.

The authorized capital of joint stock companies is divided among the participants into a certain number of shares, while the participants themselves are not liable for the obligations of the company and bear the loss risk only within the limits of the value of the shares they own.

Production cooperatives are voluntary associations of citizens for joint activities (production or other economic), based on their personal labor participation and the pooling of their property shares;

State and municipal enterprises are divided into unitary and state-owned enterprises. Unitary enterprises are organizations that are not vested with ownership rights over the property assigned to them.

Business entity is any person whose activities are directly or indirectly aimed at generating business income, and whose legal status is regulated by business law. Business entities differ depending on the role played by each of them in the economy. The most common are commercial organizations and individual entrepreneurs. They play the most important role in the pooling and use of capital and other types of material resources. That is why, in accordance with the law, they are subject to state registration, have civil legal personality, and independently act in economic transactions on their own behalf. Commercial organizations include business partnerships and societies, production cooperatives, state and municipal unitary enterprises (Article 50 of the Civil Code of the Russian Federation). At the same time, there are also business entities (non-profit organizations) whose main task is to conduct non-economic, non-commercial activities. To achieve their goals, they can engage in business, but the legal personality of such persons is strictly limited to the purposes for which they were created (Clause 3 of Article 50 of the Civil Code of the Russian Federation). The entrepreneurial interests of such organizations are usually limited only to the fuller use of their property and the generation of income, since they are not interested in expanding production, maximizing net profit or increasing the share of their goods in the market, which is typical for commercial organizations. If a non-profit organization begins to show these interests, it must be liquidated due to carrying out activities that contradict its statutory goals.

The next category of business entities sometimes includes citizens who directly carry out entrepreneurial functions4. They are members of the management bodies of commercial organizations and other company managers. As a rule, these business entities use economic resources for profit and, therefore, they are directly involved in business activities. Their rights and obligations within the framework of business relations are also regulated by law. For example, the rights, duties and responsibilities of members of the board of directors and the sole executive body of a joint stock company are regulated by the relevant provisions of the Federal Law of December 26, 1995 “On Joint Stock Companies”. In general, shareholders, shareholders, members of a cooperative can be considered as business entities, since they are participants in legal relations regarding the internal structure of a legal entity.

Other business entities may also include:

1) branches, representative offices and other structural divisions of commercial organizations;

2) production and economic complexes (financial and industrial groups (FIGs), holdings), simple partnerships and other associations of entrepreneurs without forming a legal entity).

Business entities should also include persons who are part of the market infrastructure and participate in the creation of other (legal, political, organizational) conditions for the functioning of the economy. They are, in particular, commodity and stock exchanges, investment funds, non-state pension funds, hedge funds, self-regulatory organizations and other associations of entrepreneurs, authorities and local governments.

Finally, the last group of subjects of business law is represented by public participants in economic relations. The group consists of the Russian Federation, constituent entities of the Russian Federation and municipalities. According to Art. 124 of the Civil Code of the Russian Federation, all of them, upon entering into economic activity, are equal in rights with citizens and legal entities; the norms of the Civil Code of the Russian Federation regulating the activities of legal entities are applied to them, “unless otherwise follows from the law or the characteristics of a given subject.”

So, the bearers of economic rights and obligations are entities endowed with competence, possessing separate property on the basis of which they conduct business activities, registered in the prescribed manner or legitimized in another way, as well as those who manage such activities, acquire rights and obligations on their own behalf and bear independent property liability. This definition allows us to talk about the following features common to all business entities:

1. Subjects of business law conduct economic activities by selling goods, performing work and providing services, and also manage it, and such subjects as public legal entities exercise government influence on business activities.

2. Subjects of business law have property independence. Segregation of property can also take the form of rights dependent on the owner: rights of economic management, operational management, on-farm management, lease. It is important to keep in mind that an economic entity cannot appear outside of absolute or relative isolation, because only on such a property base can one’s own economic interest in doing business for the purpose of making a profit be realized.

3. Subjects of business law should be legitimized most often with the help of the institution of state registration, which will be discussed a little later.

4. A subject of business law has the opportunity to acquire rights and obligations from the moment of creation, and is also liable for its debts with all the property belonging to it.

As a result of mastering this chapter, the student should:

know

subjects and objects of entrepreneurship;
what qualities a modern entrepreneur should have;
organizational and legal forms of legal entities;

be able to

organize business activities without forming a legal entity;
choose the right legal form when organizing business activities;
use regulatory documents in their professional activities, comply with current legislation regulating the organizational and legal forms of legal entities;

own

Competencies for choosing the type of activity when organizing your own enterprise.

Individuals and legal entities as business entities

Business entities are individuals and legal entities that carry out independent activities associated with a certain risk in order to make a profit. All of them are entrepreneurs and enter into complex economic relationships with other entities: the state, consumers, employees. In this case, “entrepreneurs” should be considered both individual and collective entrepreneurs, i.e. business organizations.

In the modern meaning, an entrepreneur is a person carrying out entrepreneurial activities, the right to which is enshrined in Art. 34 of the Constitution of the Russian Federation.

Subjects of entrepreneurial activity can be: citizens of Russia, foreign citizens, stateless leaders and associations of citizens.

In accordance with current legislation, entrepreneurs have rights and obligations (Table 2.1). The rights of entrepreneurs, as a rule, are regulated by law and business customs.

In accordance with Art. 5 of the Civil Code of the Russian Federation, a business custom is recognized as a rule of behavior that has been established and widely used in any area of business activity, not provided for by law, regardless of whether it is recorded in any document.

Table 2.1

Rights and obligations of entrepreneurs

Entrepreneurs' rights	Responsibilities of entrepreneurs
Engage in business and any other activities not prohibited by law	In due time, register (re-register) with the tax authority and register with the authorized bodies of state extra-budgetary social funds
Create legal entities independently or jointly with other citizens and legal entities	Independently fulfill obligations to pay taxes and other obligatory payments and fees within the time limits and in the amount established by law
Create your own business in any legal form	Timely submit to the tax authority a declaration of income, other documents and information necessary for the calculation and payment of taxes and other obligatory payments
Own (economically manage) any property necessary for carrying out business activities	Maintain accounting records, prepare reports on financial and economic activities in accordance with laws and regulations, ensuring their safety for four years
Carry out any transactions that do not contradict the law and participate in obligations	Make corrections to the financial statements in the amount of hidden or understated income (profit) identified by tax authorities.
Independently plan your activities, develop a business plan and carry out other forms and types of planning	Comply with the requirements of the tax authority to eliminate identified violations of tax legislation
Independently select consumers of products, suppliers of all factors of production, conclude business agreements in accordance with the law	Perform other tax duties in accordance with the Russian Federation Procedure Code
Involve workers in labor activities by concluding civil agreements with them, labor agreements (contracts) in accordance with labor legislation	In accordance with the established procedure, obtain licenses for those types of activities, the implementation of which is possible only with a license in accordance with the Federal Law of May 4, 2011 No. 99-FZ “On licensing of certain types of activities”
Independently establish forms and systems of remuneration for hired workers, forms of material incentives that do not contradict labor legislation, establish additional leaves for hired workers, etc.	Produce products, perform work, provide services in accordance with current standards and (or) certificates
Establish additional holidays for hired workers	Do not cause harm through your activities to the environment, life and health of the population and consumers of goods (works and services)
Engage in foreign economic and foreign trade activities in accordance with the established procedure	Create the necessary sanitary, hygienic and safe working conditions for employees
Open accounts in any banks	Provide statistical reporting on the results of economic and financial activities to government agencies in a timely manner and in full.
Use financial-credit, property-material and other forms of state support in accordance with current legislation	In accordance with the established procedure, keep records of income and expenses, costs of production and sale of goods (works, services)
Receive a state order for the manufacture of products, performance of work and provision of services	Make transactions, enter into and execute business agreements in accordance with civil law, etc.
Have other property and personal non-property rights

Entrepreneurs as taxpayers have the following rights (Article 21 of the Tax Code of the Russian Federation):

receive from the tax authorities at the place of registration free information about current taxes and fees, legislation on taxes and fees;
written explanations on the application of legislation on taxes and fees;
use tax benefits if there are grounds and in the manner established by the legislation on taxes and fees;
receive a deferment, installment plan, tax credit or investment tax credit in the prescribed manner;
for timely offset or refund of amounts of overpaid or overcharged taxes;
require tax officials to comply with legislation on taxes and fees;
not to comply with unlawful acts and demands of tax authorities and their officials that do not comply with tax legislation;
appeal in the prescribed manner decisions of tax authorities and actions (inactions) of their officials;
demand compliance with tax secrecy;
demand, in accordance with the established procedure, compensation in full for losses caused by illegal decisions of tax authorities or illegal actions (inaction) of their officials.

In accordance with the Civil Code of the Russian Federation, civil rights and obligations of entrepreneurs arise in the following cases:

concluding contracts and other transactions provided for by law, as well as when concluding contracts and other transactions, although not provided for by law, but not contradicting it;
signing of acts by state bodies and local government bodies, which are provided by law as the emergence of civil rights and obligations;
a court decision establishing civil rights and obligations;
acquisition of property on the grounds permitted by law;
creation of works of science, literature, art, inventions and other results of intellectual activity;
causing harm to another person;
unjust enrichment;
other actions of citizens and legal entities;
events with which the law or other legal act connects the onset of civil consequences.

Carrying out entrepreneurial activity is the implementation of the most important right of its participants - the right of ownership to own property, which allows the owner-owners to determine the content and directions of use of the property they own, including the right to sell. The right of ownership presupposes the possession, use and disposal of one's own property.

Individuals as individual entrepreneurs, along with the above, have the following rights:

be participants in general partnerships and general partners in limited partnerships;
be the executive bodies (sole) of the joint-stock company (under a concluded agreement with the JSC);
be, in accordance with the established procedure, an arbitration manager (internal, external, bankruptcy);
act on the organized securities market as a broker;
engage in auditing activities.

Individual is a citizen who is engaged in entrepreneurial activity without forming a legal entity from the moment of state registration as an individual entrepreneur.

In accordance with Art. 80 of the Constitution of the Russian Federation, a citizen of the Russian Federation can independently exercise in full his rights and obligations only from the age of 18. Consequently, from a legal point of view, legal capacity to engage in entrepreneurial activity is acquired by individuals who have reached 18 years of age at the time of state registration of their business.

Thus, an individual who has reached the age of 18 has the right to engage in entrepreneurial activity in the manner prescribed by law individually, without accepting the status of a legal entity, or to create legal entities. To engage in certain types of entrepreneurial activity, a citizen must have a secondary or higher education and certain professional skills, i.e. experience gained previously over a period of time. To engage in certain types of activities, a citizen must have a document confirming the required level of physical health.

In accordance with civil law, certain categories of capable citizens do not have the right to engage in entrepreneurial activities. These include: officials of state authorities and public administration, military personnel, employees of law enforcement ministries and services, employees of tax authorities and other categories of citizens.

In accordance with Art. 9 of the Federal Law of March 22, 1991 No. 948-1 (as amended on July 26, 2006) “On Competition and Restriction of Monopolistic Activities in Product Markets” officials of state authorities and public administration are prohibited from:

engage in independent entrepreneurial activity;
own an enterprise;
independently or through a representative to vote through their shares, deposits, shares, shares when making decisions at the general meeting of an economic entity;
hold positions in the management bodies of an economic entity.

In accordance with the Civil Code of the Russian Federation, legal capacity may be limited for citizens registered in connection with the use of drugs and alcohol.

Thus, capable persons can engage in individual entrepreneurial activities in accordance with the procedure established by law, without creating a legal entity, and also for this purpose establish legal entities independently or with other citizens and legal entities.

To engage in entrepreneurial activity without forming a legal entity, a citizen must undergo state registration in accordance with the established procedure and obtain a certificate of an individual entrepreneur.

The certificate of state registration of an entrepreneur is the main document confirming his rights and obligations, presented at the request of officials of tax and other authorized executive authorities. State registration data is included in the Unified State Register of Individual Entrepreneurs (USRIP).

Entity- this is an enterprise (organization, institution) that acts as a single independent bearer of civil rights corresponding to the goals of the activity provided for in the constituent documents, and bears the responsibilities associated with this activity.

In accordance with Art. 48 of the Civil Code of the Russian Federation, a legal entity is recognized as an organization that:

has separate property in ownership, economic management or operational management and is liable for its obligations with this property;
may, on its own behalf, acquire and exercise property and personal non-property rights;
bears responsibilities;
acts as a plaintiff and defendant in court;
has an independent balance or estimate.

Legal entities in respect of which their participants have rights of obligations include business partnerships and societies, production and consumer cooperatives.

Legal entities to whose property their founders have ownership or other proprietary rights include state and municipal unitary enterprises, as well as institutions.

Legal entities in respect of which their founders do not have property rights include public and religious organizations, charitable and other foundations, and associations of legal entities (associations and unions).

A legal entity is subject to state registration in the manner prescribed by law. State registration data is included in the Unified State Register of Legal Entities (USRLE), open to the public.

A legal entity has legal capacity, which arises at the moment of its creation and terminates at the moment of making an entry about its exclusion from the unified state register of legal entities.

A legal entity may engage in certain types of activities, the list of which is determined by law, only on the basis of a special permit (license). The right of a legal entity to carry out activities for which it is necessary to obtain a license arises from the moment of receipt of such a license or within the period specified therein and terminates upon expiration of its validity, unless otherwise established by law or other legal acts (Article 49 of the Civil Code of the Russian Federation).

A legal entity must have a name containing an indication of the nature of its activities and its organizational and legal form. Depending on the organizational and legal form, legal entities act on the basis of a charter, or a constituent agreement and charter, or only a constituent agreement.

The location of a legal entity is determined by the place of its state registration, which is carried out at the location of its permanent executive body, and in the absence of one, another body or person acting on behalf of the legal entity. The name and location of the legal entity must be indicated in its constituent documents.

In accordance with Art. 50 of the Civil Code of the Russian Federation, legal entities are divided into two types: commercial and non-profit organizations.

Commercial is an organization whose main goal is to make profit from its activities. In accordance with the procedure established by law and constituent documents, a commercial organization distributes net profit among the founders (participants).

Commercial organizations, with the exception of unitary enterprises, may have civil rights and obligations necessary to carry out any type of activity not prohibited by law.

In accordance with the law, all commercial organizations (except for state-owned enterprises) can be considered entrepreneurial. Commercial organizations can be created in the form of business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

A legal entity that is a commercial organization must have a business name, subject to registration of which it receives the exclusive right to use it.

Non-profit is an organization that does not have the goal of making a profit and, accordingly, does not distribute the profit received among the participants (founders). Non-profit organizations can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which they were created and is consistent with these goals.

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

Non-profit organizations are created:

to achieve social, charitable, cultural, educational, scientific and management goals;
protecting the health of citizens;
development of physical culture and sports;
satisfying the spiritual and other non-material needs of citizens;
protection of rights and legitimate interests of citizens and organizations;
resolution of disputes and conflicts;
providing legal assistance;
achieving public goods, etc.

Legal organizations can create branches and representative offices that are not legal entities. They are endowed with property by the legal entity that created them and act on the basis of the provisions approved by it.

Branch is a separate division of a legal entity located outside its location and performing all or part of its functions, including the functions of representative office.

Representative office is a separate division of a legal entity, located outside its location, representing the interests of the legal entity and protecting them.

The heads of branches and representative offices are appointed by the legal entity and act on the basis of its power of attorney. Representative offices and branches must be indicated in the constituent documents of the legal entity that created them.

Modern Russian legislation recognizes the right to engage in entrepreneurial activity for all citizens of the Russian Federation, foreigners and stateless persons. The right to entrepreneurial activity is a constitutional right of citizens (Article 34 of the Constitution of the Russian Federation). Individuals can engage in entrepreneurial activity by registering individual entrepreneurial activity. To acquire the status of an individual entrepreneur, a citizen must have the following characteristics of a subject of civil law:

1) civil legal capacity (the ability to have civil rights and bear responsibilities);

2) civil capacity (the ability to acquire and exercise civil rights through one’s actions, create civil responsibilities for oneself and fulfill them);

3) have a name (surname, given name, as well as patronymic, unless otherwise follows from the law or national custom);

4) have a place of residence (the place where the person lives permanently or primarily).

Citizens who have reached the age of 18 or were married before this age, as well as emancipated minors from the age of 16, can engage in entrepreneurial activity, i.e. fully capable.

Minors aged 14 to 18 years, as well as adult citizens limited in legal capacity due to alcohol and drug abuse, can engage in entrepreneurial activity with the consent of their legal representatives - parents, adoptive parents or trustees.

The features of the status of an individual entrepreneur in comparison with the general civil legal capacity of a citizen are as follows.

The status of an individual entrepreneur is acquired from the moment of state registration of a citizen as an individual entrepreneur. The procedure for state registration of an individual entrepreneur is regulated by the Federal Law of the Russian Federation of August 8, 2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs.”

The rules of the Civil Code of the Russian Federation are applied to the entrepreneurial activities of citizens, which regulate the activities of legal entities that are commercial organizations, unless otherwise follows from the law, acts of the President of the Russian Federation, the Government of the Russian Federation or the essence of the legal relationship.

Property disputes related to business activities between individual entrepreneurs, or between them or legal entities are subject to the jurisdiction of arbitration courts. Other disputes involving an individual entrepreneur, as well as disputes involving persons actually engaged in entrepreneurial activities, but who have not undergone state registration, are considered by courts of general jurisdiction.

An individual entrepreneur who is unable to satisfy the demands of creditors related to his business activities may be declared insolvent (bankrupt) by a court decision.

It should be borne in mind that an individual entrepreneur is allowed to own only property that citizens have the right to own. Unlike a legal entity, he, as a citizen, can inherit and bequeath his property. He has the opportunity to work in public and private organizations, to engage in any legal activity, unless this position or work is allowed to be combined with entrepreneurship.

An entrepreneur may have both property and non-property rights: the rights of the author of a scientific, literary or artistic work, invention, discovery or other result of creative activity protected by law. He has the right to protect not only business reputation, but also honor, dignity, privacy, and other property and personal non-property rights that individuals are entitled to. In particular, a citizen-entrepreneur is able to acquire rights and obligations related to marriage and family relations.

All transactions of an individual entrepreneur, which are based on his refusal or limitation of his legal capacity or capacity, are void. Thus, a receipt given to someone by a citizen-entrepreneur not to engage in some type of activity (except for cases when this is directly established by law, for example, a prohibition to independently carry out activities similar to the activities of a general partnership in which the entrepreneur is a participant) or to bequeath to someone (wife, children, business partner and other persons) their property will be invalid. Unlike transactions of an entrepreneur, similar actions of a legal entity to limit its own legal personality are valid.

In accordance with the procedure established by law, an individual entrepreneur, as an ordinary citizen, may be, by a court decision, limited in legal capacity (for example, when the court prohibits him from engaging in certain activities), legal capacity, declared incompetent, missing or dead with all the ensuing consequences.

For his obligations, a citizen-entrepreneur is liable as an individual with all his property, movable and immovable, with the exception of the list of things specified in Appendix 1 to the Code of Civil Procedure of the Russian Federation. This property cannot be foreclosed upon.

Responsibility for failure by a citizen-entrepreneur to fulfill his obligations arising from commercial activities arises according to the rules on liability for business activities, i.e. without guilt, for the very fact of violation of the contract or causing harm. An entrepreneur can be released from liability only if it is established that the obligation was not fulfilled due to force majeure.

Currently, the state is taking measures aimed at supporting small businesses, including individual entrepreneurs, who should be provided with preferential loans, production, technological, information and personnel assistance. In particular, a simplified tax regime has been established for individual entrepreneurs.

Creditors of an individual entrepreneur who have claims related to his commercial activities have a priority right to satisfy claims over other creditors of this citizen. An individual entrepreneur who is unable to pay debts associated with his business activities may be declared insolvent (bankrupt) by a court decision. From the moment the court makes such a decision, the citizen’s registration as an entrepreneur becomes invalid. The priority for satisfying the claims of an entrepreneur's creditors is similar to that established for creditors of a legal entity. After completing settlements with creditors, an entrepreneur declared bankrupt is released from fulfilling the remaining obligations arising in connection with his business activities. At the same time, he is also released from debts not related to commercial activities, if these debts were presented and taken into account during the procedure for declaring him bankrupt.

Debts of a citizen-entrepreneur that are not related to commercial activities and were not declared during the bankruptcy process, as well as personal claims, for example, claims of citizens to whom he is liable for harm caused to life or health, remain in force.

Unlike individuals, disputes between individual entrepreneurs or between them and legal entities, including consideration of applications for bankruptcy, are subject to the jurisdiction of the arbitration court, with the exception of disputes not related to business activities (Article 22 of the Arbitration Procedure Code of the Russian Federation).

A citizen who carries out entrepreneurial activities without forming a legal entity and has not undergone state registration does not have the right to refer to the transactions he has concluded with the fact that he is not an entrepreneur. The court may apply to such transactions the rules established for obligations arising from entrepreneurial activity (clause 4 of article 25 of the Civil Code of the Russian Federation). All disputes involving citizens, including entrepreneurs who are not registered in accordance with the established procedure, are considered by the people's court of general jurisdiction.

After registration with state regulatory authorities, an individual entrepreneur can count on a number of advantages: Preferential taxation. Individual entrepreneurs are exempt from the mandatory payment of personal income tax in the amount of 13%. Instead, he pays mandatory fees according to the simplified system (6%), or according to UTII - 15% of temporary income. There is no need to pay tax on property used for business activities. Simple and inexpensive registration system. The time to receive the certificate is 5 working days. The cost of this service is 800 rubles. For comparison, when registering an LLC, you must pay mandatory fees in the amount of 4,000 rubles. Simplified reporting system. The individual entrepreneur is the sole owner. To sell or exchange property, you only need the consent of your spouse. Unlike a legal entity, an entrepreneur does not have to hold shareholder meetings or similar organizational meetings.

In addition to these factors, in many regions laws on preferential conditions for conducting individual entrepreneurial activities are being adopted at the local level. This is aimed at developing small businesses, both in individual regions and in Russia.

In addition, the following factors must be taken into account: Restrictions on types of activities. This was discussed above - when filling out an application to the tax service, an individual entrepreneur can select one or more permitted types from the KVED directory. Impossibility of registering one individual entrepreneur for several owners. This can only be done for a legal entity. Running a business requires the constant participation of individual entrepreneurs. He cannot appoint an executive director with signature rights in his place. Even with losses, the individual entrepreneur is obliged to make payments to extra-budgetary funds. When planning the registration of an individual entrepreneur, taking these factors into account is mandatory. Knowing the benefits and responsibilities will help to create an objective picture of the actual legal status of an individual entrepreneur.

Choosing a tax system is one of the most exciting issues for novice entrepreneurs. This decision must be deliberate, because it determines how much taxes you need to pay and how often you have to submit reports. There are currently five tax regimes in Russia. We will help you choose among them the most optimal one that suits your business.