Types of unitary enterprises. Unitary enterprise

Commercial activities are carried out not only by individual entrepreneurs, but also by the state, which has its bodies and specialized enterprises, which in turn have the status of a legal entity. Government structures carry out their activities at several levels: upper - national (federal) and lower - local (regional and municipal).

On upper level There are ministries of finance and central banks. Central banks are agents and dealers of the government in transactions of purchase and sale of foreign currency, precious metals, securities, and also regulate the money supply in circulation. In turn, the Ministry of Finance acts in the domestic and foreign financial markets as borrowers of funds, and also enters into competition with private institutions. The state carries out its business activities at the macro level, solving problems of a global scale.

The functioning of the state at the local level is carried out mainly in three directions:

In the most profitable areas of business activity in order to replenish the city budget (or the budget of a region or region);

In the sphere of natural monopolies (heat, water and gas supply, electricity, communications) in order to avoid unjustifiably inflated tariffs of these organizations for the use of their services;

In low-profit and capital-intensive industries in which the private sector is generally reluctant to invest.

State and municipal unitary enterprises

Concept and types of unitary enterprises

A unitary enterprise is a commercial organization that does not have ownership rights to the property assigned to it by the owner. This property is indivisible and is not distributed among deposits (shares, shares), even among employees of the enterprise.

In addition to the information specified in paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, the charter of such an enterprise must include:

Information about the subject and purpose of the enterprise’s activities;

Information about the size of the authorized capital, as well as the procedure and sources of its formation.

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

The corporate name of a unitary enterprise must contain an indication of the owner of its property. This enterprise is liable for its obligations with all the property it owns, but is not liable for the obligations of the owner of its property. The property of a state or municipal unitary enterprise is in state or municipal ownership and belongs to the enterprise under the right of economic management or under the right of operational management.

The management body of the enterprise is the manager; he is elected by the owner or a body authorized by the owner and is accountable to him. The legal status of such enterprises is determined by the Civil Code of the Russian Federation and the federal law on such enterprises.

Unitary enterprises are divided into two types:

1) Unitary enterprises, which are based on the right of economic management, must be created by decision of an authorized state body or local government body. The constituent document of an enterprise is its charter, which is approved by an authorized state body or local government body. The size of the authorized capital of an enterprise cannot be less than the amount determined by the law on state and municipal unitary enterprises.

Before state registration of an enterprise is carried out, its authorized capital must be fully paid by the owner. If at the end financial year the value of the enterprise's net assets will be less than its authorized capital, then the authorized body that creates such enterprises will be obliged to reduce the size of the authorized capital in the prescribed manner. If the value of net assets becomes less than specified by law minimum size authorized capital, then the enterprise is liquidated by court decision.

When making a decision to reduce the authorized capital, an enterprise is obliged to notify all its creditors about this in writing; they, in turn, may demand termination or early fulfillment of all obligations for which this enterprise is a debtor, and compensation for losses.

The owner of the enterprise property is not liable for obligations

2) A unitary enterprise, which is based on the right of operational management, is created in cases provided for by the law on state and municipal unitary enterprises by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. This enterprise is a state-owned enterprise, the constituent document of which is the charter approved by the Government of the Russian Federation. The corporate name of the enterprise must also contain an indication that it is state-owned. The Russian Federation bears subsidiary liability for the obligations of such an enterprise if its property is insufficient. An enterprise may be reorganized or liquidated by decision of the Government of the Russian Federation.

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.

The essence of a unitary 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;

Reservation of ownership of property by the founder;

Assignment of property to a legal entity on a limited property right (economic management or operational management);

Indivisibility of property;

Lack of membership;

Sole governing 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;

Providing for certain subsidized activities and conducting unprofitable production.

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

Rules Art. 113-115, 294-297 of the Civil Code of the Russian Federation regulate only the legal status of enterprises and do not affect the rights and obligations of employees, as is the case with participants and members of business partnerships and societies, production cooperatives. The rights and obligations of employees are determined primarily by labor law. If a unitary enterprise, with the consent of the owner, has made a contribution to a business company, then the profit received cannot be distributed among the employees of the enterprise, it becomes the property of this enterprise as a whole.

The property allocated to a unitary enterprise upon its creation is in state or municipal ownership and belongs to it with the right of economic management or operational management. The corporate name of a unitary enterprise must contain an indication of the owner of its property. The charter must clearly indicate to whom (the Russian Federation, which specific entity Russian Federation or local government) owns the property of a unitary enterprise by right of ownership. A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property. The body of a unitary enterprise is the manager, who is appointed by the owner or a body authorized by the owner and is accountable to him.

Unitary enterprises can be of three types:

Federal State Unitary Enterprise - FSUE

State unitary enterprise - SUE (subject of the federation)

Municipal unitary enterprise - MUP (Municipal entity)

State enterprise– a type of commercial organization, since they are created for production and economic activities (creation of wealth, provision of economic services, etc.).

Characteristic features of the administrative and legal status of state enterprises can be found in the example of state unitary enterprises. Due to the absence of a federal law on them, they are currently given predominantly civil law characteristics as legal entities of a special kind. But even civil legislation contains a number of provisions that are directly related to the administrative and legal characteristics of unitary enterprises.

Firstly, an enterprise is recognized as unitary, to which certain property is assigned by its owner, i.e. by the state. Such an enterprise can only be created as a state enterprise (if one does not take into account the possibility of creating unitary municipal enterprises).

Secondly, a unitary enterprise is created by a decision of an authorized state body, which also approves the constituent document of the enterprise - its charter. Refers to the relevant executive authority. Thus, the Ministry of Railways of the Russian Federation creates, reorganizes and liquidates federal railway transport enterprises, approves their charters, etc.

Thirdly, the body of a unitary enterprise is the manager appointed by the owner or a body authorized by him. The head of the enterprise is accountable to both the owner and the specified body.

Fourthly, the head of a state unitary enterprise is vested with a certain amount of powers of a legally authoritative nature, which are implemented within the enterprise.

Fifthly, a unitary enterprise is subject to state registration with the justice authorities.

It should be added to this that it is the executive authorities that exercise control and supervision over the activities of unitary enterprises, apply various kinds of administrative and coercive means of influence in relation to them, license their activities in established cases, and have the right to mandatorily place on them certain types of state orders for the supply of products (for example, government defense orders).

It is stipulated that the legal status of state enterprises and institutions is regulated by a special federal law. However, there is still no such legal act; many issues of their organization and activities are resolved by presidential decrees and government regulations.

33Municipal enterprise.

State and municipal enterprises operating under the right of economic management make up a significant part of unitary enterprises.

municipal enterprise - 1,000 minimum wages (Article 12 of the Law on Unitary Enterprises).

State and municipal enterprises can be created to carry out scientific and scientific-technical activities, develop and manufacture products that are in the sphere of national interests of the state and ensure national security, and produce products that are withdrawn from circulation and have limited circulation.

A municipal enterprise disposes of movable property owned by it under the right of economic management independently, and real estate - with the consent of the property owner.

Owner of a state and municipal enterprise:

Decides to create an enterprise;

Determines the goals and subject (types) of its activities;

Gives consent to the participation of the enterprise in associations and other associations of commercial organizations;

Determines the procedure for approving the indicators of plans (programs) of the financial and economic activities of the enterprise;

Approves the charter of the enterprise;

Makes decisions on the reorganization and liquidation of the enterprise, appoints a liquidation commission and approves the liquidation balance sheets of the enterprise;

Forms the authorized capital of the enterprise;

Appoints the head of the enterprise to the position and concludes an employment contract with him;

Gives consent to the appointment of a chief accountant, approves the financial statements of the enterprise;

Approves indicators of economic efficiency of the enterprise and monitors their implementation;

Gives consent to the creation of branches and representative offices;

Gives consent to the participation of the enterprise in other organizations;

Makes decisions on conducting audits and resolves many other issues of the enterprise.

State and municipal unitary enterprises are a special type of legal entity. The specificity is primarily related to the property status of these entities. Let us next consider what state and municipal unitary enterprises are.

general characteristics

What is a unitary state? enterprise and municipal unitary enterprise? As mentioned above, the key criterion for identifying these legal entities is their property status. It is believed that unitary state and municipal enterprises are non-profit organizations. However, this is not quite true. These legal entities can carry out business activities, but they must be strictly within the framework of the purposes for which they were created. At the same time, all profits should go to the development of unitary enterprises. They have certain property, but have limited rights to it. Material assets entrusted to institutions are indivisible and cannot be distributed in shares, including among employees.

Distinctive features

For a better understanding, let us note the main features of a state unitary enterprise. A legal entity is created by separating a certain part from the common property. The state acts as the owner. And it is he who retains the right to fully dispose of the property transferred to the jurisdiction of the State Unitary Enterprise. Material assets are provided for economic management or operational management. The created legal entities do not provide for membership. The governing body is sole.

Reasons for creation

State unitary enterprises, as a form of state property management, can be formed for the purpose of:

Use of property in respect of which a ban on privatization has been established.
Carrying out activities related to solving social problems. These include, among other things, the sale of a certain category of products and the provision of services at a minimum cost and the organization of commodity and procurement interventions for essential products.
Providing for some subsidized types of work and conducting unprofitable production.

These are the main purposes for which a state unitary enterprise can be created. The significance of this legal entity is to solve government problems on a commercial basis.

Features of regulatory regulation

In the provisions of Art. 11-115, as well as 294-297 of the Civil Code, only the legal status of enterprises is regulated. Rules of regulation do not regulate the legal status of employees. The responsibilities and legal capabilities of enterprise employees are determined by labor legislation. At the same time, the standards contain mention of employees of state unitary enterprises and municipal unitary enterprises. It is related to property. As stated above, material assets cannot be distributed among employees. If, with the consent of the owner, the legal entity made a contribution to the authorized capital of a unitary enterprise, then it also becomes the property of the company.

additional characteristics

Municipal and unitary enterprises in Russia must have a charter and a company name. The name of the legal entity must contain an indication of the owner of the property. The charter must contain complete information about the owner. In particular, a specific subject or body of territorial power is indicated. If the owner is the Russian Federation, then information about this should also be present in the charter.

Civil law and procedure

Unitary enterprises, in accordance with the Civil Code, are not liable for the obligations of the property owner. Accordingly, if disputes arise, these legal entities will not act as defendants. Meanwhile, municipal unitary enterprises, as well as state unitary enterprises, are liable for their debts. The owner of the property is not liable for their obligations. The exception is cases of bankruptcy caused by the actions of the owner.

Forms of legal entities

State and municipal unitary enterprises can be of two types. Classification is carried out depending on the type of property rights. State and municipal unitary enterprises, to which property is entrusted with the right of economic management, are formed by decision of the authorized institution of federal or territorial government.

Charter

It acts as the founding document. The charter is approved by the department, ministry or other body that coordinates and regulates work in the relevant industry. In addition to the usual information that is mandatory for all legal entities, the document contains information about the goals and subject of activity, and the size of the authorized capital. Its size should not be less than 5000 times (for state unitary enterprises) or 1000 times (for municipal unitary enterprises) the minimum wage. The fund must be fully financed by the owner of the property within three months from the date of creation of the legal entity. Unitary enterprises are considered the only commercial structures that have rights and bear responsibilities directly related to the activities specified in the charter.

State institutions

When such enterprises are created, the property is transferred to them for operational management. The owner of material assets can be a region, the Moscow Region or the Russian Federation. The charter also serves as a constituent document. It is approved by the government, regional or territorial authority. A government agency cannot dispose of property, regardless of whether it is movable or immovable, without the appropriate permission of the owner. The name of the legal entity must indicate its type. For the obligations of a state-owned enterprise of the Russian Federation, a subject or municipal organization may bear subsidiary liability. This is permitted if the institution’s property is insufficient to satisfy the creditors’ claims. The formation and liquidation of a municipal unitary enterprise, including a state-owned one, is carried out by decision of the territorial authority. Termination of the activities of a state unitary enterprise is carried out on the basis of a resolution of the government or a regional authorized body.

Features of property use

During economic management, unitary enterprises can dispose of entrusted material assets, income, manufactured products (provided services) independently. In this case, the restrictions established by laws and other regulations must be taken into account. Operational management presupposes the mandatory obtaining of the owner’s consent for any actions with the property.

Owner rights

The owner decides issues related to the creation of the enterprise, determines the goals and subject of its activities. The owner’s powers include control over the use of property for its intended purpose and ensuring its safety. The founder also resolves issues related to the liquidation or reorganization of the enterprise.

Restrictions

Unitary enterprises cannot create subsidiaries. The legislation prohibits institutions that have property under economic management from acting as founders of other similar legal entities by transferring to them part of the material assets entrusted to them by the owner. This procedure is determined by the need to prevent property from getting out of control.

Sources of property formation

They can be:

Profit that is received in the process of carrying out its activities.
Property provided by decision of the owner as a contribution to the authorized capital, or other material assets transferred by the owner.
Borrowed funds. These include loans from banking and other financial institutions.
Depreciation deductions.
Capital investments and budget subsidies.
Income (dividends) that comes from business partnerships and companies in whose authorized capital a legal entity participates.
Donations and voluntary contributions from citizens, institutions, organizations.
Other sources, the existence of which does not contradict the law. These include, among other things, profits from leasing property to other entities.

Making transactions

Unitary enterprises cannot dispose of real estate. The sale of objects is carried out exclusively with the permission of the founder. At the same time, the approval of real estate transactions, the value of which is more than 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.

Activity programs

The relationship between state unitary enterprises and owners is regulated by government regulations. One of these acts approved the rules for developing activity programs for the legal entities in question and determining profits to be deducted to the budget. Part of the income, as stated above, can be used for the development of the enterprise.

Specifics of financial resources

One of the key differences between unitary enterprises and others, primarily joint-stock companies, is the methods of capital formation, generation and use of income, attraction of borrowed and budget funds. The cash fund is created from current and fixed assets assigned to the legal entity. The amount of capital is reflected in the balance sheet as of the date of approval of the constituent document (charter). Its functions are similar to those performed by the cash fund of any other commercial structure. In addition to the fact that capital acts as a material basis for a legal entity to carry out its activities, it is a kind of indicator of the effectiveness of its work. If, at the end of the reporting period, the price of net assets falls below the minimum amount established by law on the date of registration of the enterprise and is not restored within three months, the founder must liquidate the company. If no corresponding decision was made during the specified period, creditors may demand early fulfillment or termination of obligations and compensation for losses caused.

Profit

It acts as one of the most important sources of financing. Profit is generated in the same way as in other commercial structures. At the same time, the BC regards the income of unitary enterprises as a source of non-tax revenues to the budget. Every year, the legal entities in question make mandatory deductions from the profits received. The procedure, amount and terms of payments are approved by the government or regional/territorial government structures. The funds remaining after paying taxes and other deductions are redistributed among funds for material incentives, social events, etc. Part of the net income, by decision of the founder, can be used to increase authorized capital enterprises.

Directions for spending funds

Net profit can be used:

For the implementation and development of new technologies and equipment, and for carrying out environmental protection measures.
Expansion and development of financial and economic activities, increase in current assets.
Reconstruction, construction or OS update.
Carrying out research activities, studying market conditions and demand.

Unitary enterprises can use targeted sources of financing. Such appropriations, as a rule, are allocated for the implementation of certain activities and programs of a social nature.

1. 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 Russian Federation, a constituent entity of the Russian Federation or a municipal entity.

On behalf of the Russian Federation or a subject of the Russian Federation, the rights of the owner of the property of a unitary enterprise are exercised by state authorities of the Russian Federation or government bodies of a subject of the Russian Federation within the framework of their competence established by acts defining the status of these bodies. On behalf of the Russian Federation, the rights of the owner of the property of a federal state enterprise can be exercised by the State Atomic Energy Corporation "Rosatom" in the manner established by the Federal Law "On the State Atomic Energy Corporation "Rosatom". On behalf of the Russian Federation, the rights of the owner of the property of a federal unitary enterprise can be exercised by the federal state state-financed organization"National Research Center" Institute named after N.E. Zhukovsky" in accordance with the Federal Law "On the National Research Center "Institute named after N.E. Zhukovsky". On behalf of the Russian Federation, the rights of the owner of the property of a state unitary enterprise can be exercised by the State Corporation for Space Activities "Roscosmos" in the manner established by the Federal Law "On the State Corporation for Space Activities "Roscosmos". On behalf of the Russian Federation, the rights of the owner of the property of a federal unitary enterprise can be exercised by the Federal state budgetary institution "National Research Center "Kurchatov Institute" in accordance with the Federal Law "On the National Research Center "Kurchatov Institute".

(see text in the previous edition)

On behalf of the municipality, the rights of the owner of the property of a unitary enterprise are exercised by local government bodies within the framework of their competence established by acts defining the status of these bodies.

The property of a unitary enterprise belongs to it by the right of economic management or by the right of operational management, is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the unitary enterprise.

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).

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 must have an independent balance sheet.

2. 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 a state enterprise of a constituent entity of the Russian Federation (hereinafter also referred to as a state enterprise), a municipal enterprise;

Unitary enterprises based on the right of operational management are a federal government enterprise, a government enterprise of a constituent entity of the Russian Federation, a municipal government enterprise (hereinafter also referred to as a government enterprise).

3. 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. The seal of a unitary enterprise may also contain its corporate name in the languages of the peoples of the Russian Federation and (or) a foreign language.

A unitary enterprise has the right to have stamps and forms with its corporate name, its own emblem, as well as a duly registered trademark and other means of individualization.

4. The creation of unitary enterprises on the basis of combining property owned by the Russian Federation, constituent entities of the Russian Federation or municipalities is not allowed.

Types of activities of a unitary enterprise. Unlike commercial organizations of other organizational and legal forms, a unitary enterprise cannot carry out any types of activities not prohibited by law.

Choice possible types activities are limited for him by the scope of the subject and goals of the activity established by the charter. The concept of subject of activity is not specifically defined in the legislation. However, based on its general meaning and established practice, we can conclude that this concept is associated with the area to which the main activities of the enterprise belong, that is, activities directly aimed at realizing the goals formulated in its charter.

When defining the subject of activity in the charter, it is not necessary to list all types of main activities that a unitary enterprise can engage in. The legislation does not provide for such a requirement. At the same time, the founder has the right to establish in the charter additional restrictions on the legal capacity of a unitary enterprise in relation to the legislation, in particular, to include in the charter a closed list of types of its activities that does not allow expansion.

Thus, the subject of activity of a unitary enterprise can be determined from varying degrees details. At the same time, it should be noted that the more detailed this subject is defined, the less opportunities a unitary enterprise has for developing and improving its activities.

The possible composition of the organization's activities is also limited by its statutory goals. In accordance with paragraph 0 of paragraph 0 of Article 00 of the Civil Code of the Russian Federation, it can only conduct activities that correspond to the goals provided for in its constituent documents. It should be noted here that the concept of compliance with goals, as well as the concept of the subject of activity, is not defined in the legislation, however, in comparison with the first, it causes in practice much more problems in its interpretation. 0.0.0. Ownership of property The property of a state or municipal enterprise is not the property of this enterprise, but is, respectively, in state or municipal ownership, Article 00 of the Civil Code of the Russian Federation. This property is indivisible and cannot be distributed among deposits, shares, shares, including among employees of the enterprise.

The corporate name of a unitary enterprise must contain an indication of the owner of its property. The rights of a unitary enterprise in relation to the property assigned to it are determined by the owner, who decides to assign property to the unitary enterprise on the right of economic management or on the right of operational management. On the right of operational management, property is assigned to a state-owned enterprise. A unitary enterprise based on the right of economic management owns, uses and disposes of the property assigned to him by the owner, within certain limits. It does not have the right, without the consent of the owner, to sell real estate owned by him with the right of economic management, lease it out, pledge it, or contribute it as a contribution to the authorized share capital of business companies and partnerships.

The owner exercises control over the intended use and safety of the property belonging to the enterprise.

However, this does not apply to the property of the enterprise, which belongs to it in addition to the property under economic management; the rest of the property belonging to the unitary enterprise is disposed of independently.

A unitary enterprise, based on the right of economic management, is also limited in the issue of disposing of the income received. Products and income from the use of property under the economic control of the enterprise, as well as property acquired by it under an agreement, also come under the economic control of the unitary enterprise. In addition, the owner has the right to receive part of the profit from the use of property under economic management.

Issues of property liability of a unitary enterprise based on the right of economic management and the owner of its property are defined by law as follows: a unitary enterprise is not liable for the obligations of the owner, and the owner, in general, is not responsible for the obligations of the enterprise. A unitary enterprise itself bears full responsibility for its obligations, answering with all its property. 0.0.0. Management of activities Management of the activities of a unitary enterprise is carried out by a manager who is appointed by the owner or a body authorized by the owner and is accountable to him.

Based on the foregoing, we can conclude that a unitary enterprise is more independent in its activities than an institution. In accordance with Article 000 of the Civil Code of the Russian Federation, an institution, in relation to the property assigned to it, exercises, within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, the rights of ownership, use and disposal of it. This rule of law is the basis for the direct intervention of the owner in determining the volume and structure of the institution’s activities and setting prices for its services.

The estimated procedure for financing an institution by its owner, provided for by law, is also linked to this norm. A unitary enterprise is also limited in its rights in relation to the property assigned to it.

However, the legislation does not provide for the establishment of such tasks. It is free to determine the volume and structure of its activities, which allows it to flexibly respond to consumer requests. A unitary enterprise is not financed according to estimates. The founder pays for his services in accordance with the concluded agreements. This not only provides the opportunity to quickly maneuver resources, but also, in the absence of a limitation on the wage fund established by the estimate, creates real commercial incentives for the team of a unitary enterprise.

All this allows us to draw the following conclusion: the form of a unitary enterprise allows you to keep the organization within certain boundaries of activity, however, within these boundaries it behaves like a commercial organization, and its desire to make a profit may come into conflict with the goals of activity enshrined by the founder in its charter. A unitary medical enterprise will inevitably strive to abandon unprofitable types of services and to comply with some of its obligations to the assigned population.

To counter this, additional state costs will be required to organize control over the work of a unitary enterprise, which will be higher than in the case of control over a non-profit organization. In this regard, the expansion of the use of this form cannot be considered as an alternative to the proposal formulated in this work about the need to create a new organizational and legal form - the state municipal non-profit organization. 0.0. Structure and management system CHAPTER 0.

End of work -

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