Subjects and objects of commercial activity. Essence and classification of subjects

ST. PETERSBURG HUMANITIES UNIVERSITY

TRADE UNIONS

Krasnoyarsk branch

Specialty 021100

"jurisprudence"

Discipline: Commercial law

Test

Topic: Subjects commercial activities

Completed by: student 5-YUSO

Checked by: Nazarenko V.A.

Krasnoyarsk 2008

PLAN

1. Classification of commercial entities.................................... 5

2. Features legal status individual entrepreneurs 8

3. Organizational and legal forms of commercial organizations....... 11

Full partnership......................................................... .................................. eleven

Partnership of Faith................................................................... .................................... 12

Limited Liability Company (LLC)............................................. 12

Additional liability company.................................................... 13

Joint Stock Company (JSC)................................................. ............................ 13

Production cooperatives................................................................ ................. 14

State and municipal unitary enterprises.................................... 16

Conclusion................................................. .......................................... 18

List of references............................................. 19

The totality of enterprises in the economy forms its own sector. As is known in a market economy, this sector takes the form of a sector of commercial organizations or a business sector.

Commercial entities are independent economic units different forms properties that have pooled economic resources to carry out their business activities.

Commercial activity is understood as the activity of producing goods and providing services for third parties, individuals and legal entities, which should bring commercial benefits to the enterprise.

The commercial sector of the national economy usually includes a huge number of enterprises, which, for the purposes of economic analysis, are grouped according to a number of significant characteristics. The most common is the classification according to forms of ownership, size, nature of activity, industry affiliation, dominant factor of production, legal status.

The purpose of this work is to consider the various participants in commercial activities and the features of their legal status in the exercise of their rights and obligations.

In legal theory, a subject of law is usually understood as a person or organization that is endowed with the ability to have subjective rights and legal obligations (i.e. legal capacity). Based on the established understanding of the subject of law, subjects of commercial law are persons who have the ability to have rights and fulfill obligations arising from trade relations, participate in trade turnover and bear independent property liability. Defining species diversity subjects of commercial law, it should be noted that in modern legal literature there is no single, established approach to this issue. For example, in some publications, subjects of commercial law are divided into:

Individual entrepreneurs;

Full and limited partnerships;

Limited and additional liability companies;

Joint stock companies;

Producer cooperatives;

State and municipal enterprises;

Non-profit organizations engaged in business activities.

In other publications, the main focus when classifying subjects of commercial law is on determining not so much the legal (organizational and legal form) as the functional type of entrepreneur, determined by his place in trade turnover and the main content of his activity.

Classification of commercial entities by functional characteristics is this:

Manufacturers of products selling products both independently and through representatives;

Representatives of manufacturers, suppliers and resellers;

Consumers;

Entities that regulate and control trading activities.

The first group of citizens are registered individual entrepreneurs and commercial organizations that manufacture products and sell them independently. This group also includes non-profit organizations engaged in commercial activities. Carrying out such activities, they enter into trade relations and act as subjects of commercial law.

The second group of subjects of commercial law are representatives and resellers. Individual entrepreneurs and commercial organizations can act as intermediaries.

From non-profit organizations Intermediaries can only be those whose charter stipulates the ability to engage in trading activities.

The third group of subjects of commercial law are consumers. IN legal regulation consumers, in turn, are divided into following categories:

Manufacturing consumers using purchased goods and raw materials for their business activities;

Non-production consumers using purchased goods for economic non-entrepreneurial activities (non-profit organizations);

Citizens purchasing goods for personal, family, household and other similar needs.

Depending on whether consumers belong to a particular category, for example, a limit on the liability of the supplier (seller) may be established, or the condition of the parties being at fault in case of non-fulfillment or improper performance of the contract may be applied.

The fourth group of subjects of commercial law are subjects that regulate and control trade activities. These include government and municipalities, government agencies and authorities local government, commercial and non-profit organizations that regulate the activities of the divisions included in their structure, for example, associations of commercial organizations.

Legal entities that are commercial organizations can be created in the form of business partnerships and societies, production cooperatives and unitary enterprises. Constituent documents legal entity are its charter (joint-stock company, production cooperative, unitary enterprise based on the right of economic management), constituent agreement (full and limited partnerships), constituent agreement and charter (limited liability company and additional liability company).

Commercial legal entities are subject to state registration in the manner prescribed by law. State registration data is included in the Unified State Register of Legal Entities, open to the public. A legal entity is considered created from the moment of its state registration. The legal capacity of a legal entity is its ability to have rights and bear responsibilities as a participant in commercial activities. With regard to the legal capacity of non-profit organizations as participants in commercial activities, the rule on special legal capacity applies.

The institution of special legal capacity is also applicable to unitary enterprises, the charters of which, in addition to the information specified in paragraph 2 of Article 48 of the Civil Code, must contain information about the subject and goals of the enterprise’s activities.

The legal capacity of legal entities, unlike citizens, even within the same organizational and legal form can be different. The legal capacity of a legal entity arises from the moment of its state registration. In addition, on individual species activities determined by law, legal entities must obtain special permission– licenses.

According to current legislation, all legal entities, including business organizations, are divided into two large groups.

The first includes those business organizations that have general legal capacity. They may have civil rights and bear civil responsibilities necessary to carry out any type of business activity not prohibited by law. The circle of such legal entities includes commercial organizations (with exceptions established by law. Making a profit for them is the main goal of their activity; they are professionally engaged in entrepreneurship. These include:

A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations and property belonging to them. Management of the activities of a general partnership is carried out by general agreement of all participants. As a rule, each participant in a general partnership has one vote. Participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

General partnerships are typical mainly for Agriculture and service industries; As a rule, they are small enterprises whose activities are quite easy to control.

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (general partners). There are one or more participant-investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities.

Since this legal form allows one to attract significant financial resources through an almost unlimited number of limited partners, it is typical for larger enterprises.

Such a company is recognized as a company founded by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the size (value) of the contributions made by them. The authorized capital of an LLC is made up of the value of the contributions of its participants. An LLC has no public liability. This legal form is most common among small and medium-sized enterprises.

A company whose participants jointly and severally bear subsidiary liability for the obligations of the company with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company itself. The characteristics of the liability of participants in an ALC determine the existence of this organizational and legal form of commercial organizations

A company is recognized as such, the authorized capital of which is divided into certain number shares; The participants of the joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own.

A joint stock company whose participants can alienate their shares without the consent of other shareholders is considered open. Such a joint-stock company has the right to subscribe for shares issued by it and to sell them freely under the conditions established by law. An open joint-stock company is obliged to annually publish an annual report for public information, balance sheet, profit and loss account.

A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is considered closed. The constituent document of a joint-stock company is its charter. The authorized capital of a joint-stock company is made up of the nominal value of the company's shares acquired by shareholders. The supreme management body of the JSC is the general meeting of shareholders. The advantages of the joint-stock form of organization of enterprises are: the ability to mobilize large financial resources; the ability to quickly transfer funds from one industry to another; the right to freely transfer and sell shares, ensuring the existence of companies, regardless of changes in the composition of shareholders; limited liability of shareholders; separation of ownership and management functions. Legal form joint stock company is preferable for large enterprises where there is a great need for financial resources.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production activities based on their personal labor and other participation and the association of property shares by its members (participants). In Russia they were known as artel partnerships.

A production cooperative is a commercial organization. The founding document of a production cooperative is its charter, approved by general meeting its members. The number of members of the cooperative should not be less than five. The property owned by the PC is divided into shares of its members in accordance with the charter of the cooperative. The cooperative does not have the right to issue shares. A member of the cooperative has one vote when making decisions at the general meeting.

A special type of commercial organizations are subsidiaries and dependent business companies. A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company. A business company is recognized as dependent if another (dominant, participating) company has more than 20% of the voting shares of the joint-stock company or 20% authorized capital limited liability companies.

The second group includes legal entities - holders of special legal capacity. The essence of special legal capacity is that its holders can have only those civil rights that correspond to the goals of the activity provided for in their constituent documents, and bear the responsibilities associated with this activity. This group consists of:

a) commercial organizations that, as an exception from general rule do not have general legal capacity (state and municipal unitary enterprises and other types of organizations provided for by law, for example banks, insurance organizations). Unitary enterprises, as well as other commercial organizations in respect of which special legal capacity is provided, do not have the right to enter into transactions that contradict the goals and subject of their activities, defined by law or other legal acts. Such transactions are void.

The state and other public legal entities, as subjects of commercial law, have legal capacity and legal capacity. Moreover, the legal capacity of these subjects in the field of commercial law as part of civil law is special.

The state and administrative-territorial entities should be classified as special, distinct from citizens and legal entities, participants (subjects) of commercial legal relations.

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.

Some enterprises (the majority of them) own property under the right of economic management, while others – under the right of operational management. The legislation establishes types of activities that can only be carried out by state enterprises(production of weapons and ammunition, narcotic and nuclear substances, processing of precious metals and radioactive elements, etc.).

b) non-profit organizations (making profit is not their main goal, and the profit received is not divided between the participants of the organization). These include: consumer cooperatives (they are the only type of non-profit organization in which income received from business activities is distributed among its members); public or religious organizations (associations) financed by the owner of the institution; charitable and other foundations; other organizational and legal forms provided for by law. In particular, Federal law"On Non-Profit Organizations" dated January 12, 1996. two such forms have been introduced: non-profit partnership and autonomous non-profit organization.

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and management goals, in order to protect the health of citizens, development physical culture and sports, satisfying the spiritual and other non-material needs of citizens, protecting the rights and legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits. It must be emphasized: 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. Such activities include the profit-generating production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor. A non-profit organization keeps records of income and expenses for business activities.

Even a brief legal description of legal entities, including individual entrepreneurs, indicates that they are the main driving force reforming Russian economy.

In legal regulation and in practice, to avoid errors in determining the status of commercial entities and misunderstandings in the relationship of authorities with them state power and local governments, it is necessary to correctly understand the relationship between commercial activities and related activities, in particular entrepreneurial activities. Commercial activity is an ambiguous concept. In the narrow sense of the word, it means carrying out trade, for example, retail purchase and sale. In a broad sense (and this is enshrined in legislation), commercial activity refers to activities that set profit as their main goal.

Thus, all commercial activity is entrepreneurial, but not all entrepreneurial activity is commercial. Their difference in the goals of activity: “systematic profit-making” characterizes entrepreneurial activity, and “the main goal is profit-making” – commercial activity.

A clear distinction between entrepreneurial and commercial activities, as well as distinguishing them from other non-entrepreneurial activities, is of important practical importance. The law makes the possibility of the emergence and functioning of certain legal relations directly dependent on the corresponding status of the parties - subjects of commercial or other activities. Knowledge of the legal status of the subject allows one to prevent offenses in this area of relations.

1. Constitution of the Russian Federation.M., 2005.

2. Civil Code Russian Federation M., 2006.

3. Commentary on the Civil Code of the Russian Federation, part two (article-by-article). / Edited by O.N. Sadikova.M., 1998.

5. Golyshev V.G. Commercial law: Lecture notes. M., 2005.

6. Commercial law: Textbook / A.Yu. Bushev, O.A. Gorodov, N.S. Kovalevskaya and others; Ed. V.F. Popondopulo, V.F. Yakovleva. – St. Petersburg, 1997.

7. Commercial law of the Russian Federation: Textbook / B.I. Puginsky. - 3rd ed. – M., 2005.

8. Commercial law. Textbook. Part 2 / Ed. V.F. Popondopulo, V.F. Yakovleva. – M., 1998.

9. Stankevich N.G. Commercial law. Grodno, 2002.

10. Subjects of civil law. – M., 1984.

11. Sukhanov E.A. Production cooperative as a legal entity // Economy and Law. – 1998. – No. 4.

12. Shershenevich G.F. Textbook of commercial law. – M., 1994.

13. encyclopedic Dictionary legal knowledge.M. 1965.

Encyclopedic dictionary of legal knowledge. M. 1965. P. 447.

Commercial Law: Textbook / A.Yu. Bushev, O.A. Gorodov, N.S. Kovalevskaya and others; Ed. V.F. Popondopulo, V.F. Yakovleva. – St. Petersburg, 1997. P. 88.

Golyshev V.G. Commercial law: Lecture notes. M., 2005. P. 9.

Article 113 of the Civil Code of the Russian Federation.

Sukhanov E.A. Production cooperative as a legal entity // Economy and Law. – 1998. – No. 4.

Subjects of civil law. – M., 1984. P.270.

PLAN

1 .The concept of a subject of commercial law. ………………………………page 2

2 .Types of subjects of commercial law. ………………………………..page 7

List of used literature. .…………………………….page 18

1. The concept of a subject of commercial law.

In legal theory, a subject of law is usually understood as a person or organization that is endowed with the ability to have subjective rights and legal obligations (i.e., legal capacity) 1 .

The main figure, the main subject of commercial activity, is considered to be the trading companies themselves or individual traders. In addition to the traders themselves, other groups of people actively participate in modern trade turnover. The constant development of trade has created a significant diversity of its subjective composition. Thus, participants in trading activities are all organizations that produce goods for sale.

A subject of trading activity is someone who is constantly engaged in trading on a professional basis. The main subjects of commercial activity in the Russian Federation are organizations created in one of the organizational and legal forms and individual entrepreneurs.

In the legislation of other countries, the status of a merchant is established normatively. So, for example, according to Art. 2-104 USTC, a merchant is one who transacts in goods of a particular kind or who may be considered to have special knowledge and experience regarding the subject matter of the transaction by reason of his occupation, conduct, or use of an intermediary. Consequently, the concept of “merchant” means a person knowledgeable regarding the subject of the transaction, in contrast to the other party (non-merchant), who does not have the relevant knowledge and experience. In relations with a merchant, such a person (non-merchant), due to the general legal requirements of equality and fairness, is subject to increased protection by the law.

The range of subjects of commercial law does not coincide with the general composition of subjects of civil law. The commercial and civil legal capacity of certain types of persons also differs.

Any subjects of civil law cannot participate in trade turnover. Individuals and citizens are not subjects of commercial law. An individual citizen can become a participant in commercial activities only if he receives the status of an individual entrepreneur.

Commercial organizations are formed mainly in the form of business partnerships and societies. Article 50 of the Civil Code of the Russian Federation establishes an exhaustive list of types (organizational and legal forms) of commercial organizations. The types of non-profit organizations are defined in the Civil Code of the Russian Federation, Federal Law dated January 12, 1996 N 7-FZ “On Non-Profit Organizations” and other federal laws.

Opportunities for the participation of commercial and non-profit organizations in trade turnover, i.e. their commercial legal capacity is not the same.

Commercial organizations, as well as individual entrepreneurs, can fully participate in trade turnover.

Non-profit organizations participate in commodity circulation to a limited extent. Such organizations can acquire the necessary material resources and have the right to sell the products they produce. However, they have the right to sell goods only in accordance with the statutory purposes of their activities, and not to engage in trade at all. They do not have the right to enter into supply agreements as suppliers and can only enter into purchase and sale agreements when selling goods. Significant restrictions are also established for such organizations when licensing to engage in special types of activities, obtaining export licenses and quotas, concluding foreign trade contracts and in other aspects.

Along with domestic organizations, commercial organizations with foreign investments, as well as foreign legal entities and citizens, participate in trade turnover.

Finally, the constituent entities of the Russian Federation, territorial and municipal entities should be distinguished as an independent group. They participate in trade relations through their executive bodies. Moreover, they do not just purchase certain goods for the needs of their own activities. The possibilities of their influence on the development of trade turnover are truly enormous. However, these possibilities have not yet been realized and therefore are almost not used.

A distinctive feature of a subject of commercial law is its constant implementation trading activities, on a professional basis.

The subject of commercial law is characterized by such features, i.e. characteristics that distinguish it from the general range of subjects of private law.

These include the following:

1) engaging in trading activities (wholesale trade, which cannot be engaged in by all participants in civil transactions);

2) carrying out trading activities on a professional basis;

3) trading activity is of a permanent, sustainable nature; a person engages in it systematically and derives income from it, i.e. trading activity is a permanent occupation.

The features of a subject of commercial (trade) law can also be seen on the basis of determining the type of commercial organization. B.I. Puginsky correctly divides commercial organizations into two types: legal form and functional appearance. In this case, the legal form is understood as the organizational and legal form of a commercial organization. A functional type is a type determined by its place in trade turnover and the main content of the activity 2.

According to the Civil Code of the Russian Federation, legal types include joint-stock companies, limited and additional liability companies, partnerships, production cooperatives, and unitary enterprises. All of them are classified as commercial organizations. In this understanding, the subjects of commercial law include individual entrepreneurs and peasant farms.

In private international law, the following are recognized as subjects of trade law: private entrepreneur; general partnership; limited partnership; Joint-Stock Company; limited liability company 3.

There is no sufficient information about the functional type in the legal literature. G.F. Shershenevich, without designating the term “functional,” names individual subjects related to this species. However, this is not of a pronounced nature. In particular, G.F. Shershenevich names such participants in trade relations as a trading partnership, a trade broker, a sales agent, and a clerk. They can to some extent be classified as a functional type due to the fact that their place and content of activity is partly determined in trade turnover. A broker, for example, performed the function of intermediary in concluding a transaction; he facilitated their conclusion between counterparties. A similar function was performed by a sales agent.

B.I. Puginsky finds a fairly successful solution to distinguish between the legal and functional types of subjects of private law. The actual state of affairs corresponds to that put forward by B.I. Puginsky's doctrine of the legal and functional types of commercial organizations.

Subjects of commercial law are participants in relations arising as a result of trading activities. As a result of trading activities, five groups of relationships emerge. Each group of relations has its own participants, its own subjects.

The object of these relations is the product, as well as trade activities, i.e. actions aimed at material or intangible benefits.

Naturally generated functional subjects of trade relations operate in practice, but are not enshrined in Russian legislation. On this score B.I. Puginsky rightly notes that the distinctions between legal and functional types “have not been developed at all in legal science, although they have already become generally accepted in practice” 4 .

So, the concept of a subject of commercial law can be formulated as follows.

Subjects of commercial law- these are legal and functional persons participating in trade turnover, systematically carrying out trading activities on a professional basis in order to make a profit and develop trade relations.

2. Types of subjects of commercial law

Firstly, a distinction is made between traders themselves and structures that promote trade and organize trade.

Actually, traders are the main link in trade; I have already mentioned them - legal entities or individual entrepreneurs.

Subjects facilitating and organizing trade are those who do not perform trade functions, do not carry out trade operations, but organize and facilitate the movement of goods. (Commodity warehouses, warehouse complexes, commodity exchanges, retail markets, etc.)

Secondly, one should distinguish between the legal type (or, in other words, the organizational and legal form) and functional view 5 .

1. Legal types include: open joint-stock companies and closed type; limited liability companies; general partnerships; partnerships of faith; individual entrepreneurs; production cooperatives; unitary enterprises engaged in wholesale trade activities and participating in trade turnover, peasant farms.

2. The functional type includes: dealer firms; trading houses; distributors; export and import companies; companies operating using a consignment warehouse; traders; trading agencies; sales agents, brokers, etc.

Functional differences are pronounced in wholesale trade and intermediary activities, since intermediaries account for 75% of trade turnover, both internal and external.

In the legal literature, three types of trade and intermediary organizations are distinguished:

1. Enterprises that have ownership rights to the goods being sold.

G.F. Shershenevich believed that the availability of property assets is a condition for any economic activity and gives a trading enterprise an independent character 6 .

2. The second type includes trading and intermediary persons who do not have ownership rights to the goods (for example, consignment warehouses). Their task is to bring goods from the manufacturer to the consumer for a certain fee. Shershenevich G.F. attributed this group to the main driving force of trade turnover.

3. The third group includes participants who create conditions for ensuring trade turnover.

The first group includes trading houses, dealer firms, export and import firms, distributors, traders who independently acquire ownership of goods in their own name and at their own expense.

In such trading enterprises, the purchased goods are included in their material composition.

The second group includes brokers, consignment warehouses, brokers, and sales agents. In the legal literature of the pre-revolutionary period, as well as in individual regulations such a subject of trade relations as a “trade broker” was also mentioned. Nowadays, “brokers” also operate in practice. A trade broker was an official whose duties included mediation in concluding trade transactions. Brokers themselves did not conclude transactions, but contributed to their conclusion 7 .

The third group of participants consists of wholesale fairs, commodity exchanges, auctions, exhibitions and other types that create conditions for the implementation of trade (commercial) activities. The legislation does not include these entities as types of commercial organizations, although in essence they are such.

1. Trade and intermediary companies are divided into universal and specialized. Universal firms do not have a narrow specialization. They carry out trade various types goods. Specialized firms trade in a specific type of product, for example, computers or cars, clothing or shoes. In practice, such companies are called dealer firms. Dealers resell goods from any of the companies. To do this, the intermediary enters into an agreement with the owner of the goods on the resale of this product. Most often, manufacturers use the services of dealers.

Subjects of commercial law are persons who have the ability to have rights and fulfill obligations arising from trade relations, participate in trade turnover and bear independent property liability.

The classification of commercial entities according to functional characteristics is as follows:

Manufacturers of products selling products both independently and through representatives;

Representatives of manufacturers, suppliers and resellers;

Consumers;

Entities that regulate and control trading activities. -

The second group of subjects of commercial law are representatives and resellers. Individual entrepreneurs and commercial organizations can act as intermediaries.

Among non-profit organizations, only those whose charter stipulates the ability to engage in trading activities can be intermediaries.

The third group of subjects of commercial law are consumers. In legal regulation, consumers, in turn, are divided into the following categories:

Manufacturing consumers using purchased goods and raw materials for their business activities;

Non-production consumers using purchased goods for economic non-entrepreneurial activities (non-profit organizations);

Citizens purchasing goods for personal, family, household and other similar needs.

The fourth group of subjects of commercial law are subjects that regulate and control trade activities. These include state and municipal entities, state bodies and local governments, commercial and non-profit organizations that regulate the activities of the divisions included in their structure, for example, associations of commercial organizations.

In the trade turnover of a particular product, different patterns of movement of goods can be used. All types of entities can participate in the turnover, and direct connections between the producer and the consumer can also be used.

Since the times of the administrative-planned economy, there has remained a desire for long-term transactions that do not require immediate execution, which is reflected in the preservation of the number of contracts for direct relations between producers and consumers.

The global trend is associated with the desire to reduce the time gap between the conclusion of contracts and their execution. Hence the increasing role of representatives and intermediaries who form various sales channels for goods, as well as the expansion of the functions of auxiliary participants in wholesale trade and the types of legal means to carry out these functions.

The main types of representation in commercial activities include:

Representation carried out by employees of commercial organizations;

Commercial representation carried out by various kinds of independent agents who enter into transactions on behalf of the represented person and are in constant relations with him.

Representatives of the first type - employees of a commercial organization - are individuals, Acting on the basis employment contract, whose official function includes the representation of a commercial organization - the head, deputy heads, legal adviser, as well as persons who directly conclude the transaction: retailers, cashiers, etc.

Those named are not entrepreneurs because they:

Act not on their own behalf, but on behalf of a commercial organization, performing labor duties in accordance with their position;

They carry out activities not at their own risk and bear disciplinary rather than property liability for guilty illegal actions;

The main purpose of their activities is not to make a profit, they receive remuneration for their work;

They are not subject to state registration as entrepreneurs.

Nevertheless, these representatives are subjects of commercial law, participating in trade turnover, having the ability to have rights and fulfill obligations arising from trade relations.

In addition, by participating in a trade transaction in excess of their official powers, they can be recognized as an independent party to the transaction in the event of subsequent disapproval of it by the represented person.

Representatives of the second number are persons (individuals or legal entities) who are not in an official relationship; entrepreneur. They themselves can be and, as a rule, are entrepreneurs, for example, an attorney in a contract of agency (clause 3 of Article 972 of the Civil Code of the Russian Federation).

In accordance with Art. 184 of the Civil Code of the Russian Federation, a commercial representative is a person who constantly and independently represents on behalf of entrepreneurs when they enter into trade transactions. The peculiarity of commercial entrepreneurship is that a commercial representative can represent different parties to a transaction at the same time, but the following conditions must be met:

The parties have agreed to simultaneous commercial representation;

This consent is expressed in powers of attorney or agreements between the representative and the parties and contains specific powers.

Commercial representatives usually include sales agents - representatives of the manufacturer in a certain region who sell the manufacturer’s products and conduct searches. potential buyers, negotiations, registration of product transfer.

The peculiarity of the legal status of a representative under Russian legislation is that those persons who act, although in the interests of others, but on their own behalf, are not recognized as representatives. As such, in paragraph 2 of Art. 182 of the Civil Code of the Russian Federation, in particular, names commercial intermediaries.

Intermediaries and intermediary organizations carry out transactions for the purchase and subsequent sale of goods on their own behalf and at their own expense. Currently in Russia specific gravity intermediaries in the trade sector are insignificant, while in developed countries it reaches 75%.

Commercial intermediaries include:

Distributors are intermediaries who are granted exclusive or preferential rights to purchase and resell certain goods or services within a specified territory or market;

Brokers or brokerage firms are members or participants of a commodity exchange who prepare and carry out transactions on the exchange on behalf of clients. Their advantage is knowledge of market conditions, purchasing and sales opportunities;

Dealers are intermediaries who act in trade on their own behalf and at their own expense, are agents of large companies and are part of their dealer network;

Wholesalers are trade intermediaries who own the market infrastructure (storages, transport, workshops pre-sale preparation, information networks, etc.) purchasing large quantities of goods for their subsequent sale to retailers, as well as persons purchasing goods for business purposes or for economic use, with the exception of home, family and other similar consumption;

Retailers are trade intermediaries who sell goods individually or in small quantities for personal consumption (home, family, etc.).

In general, the activities of individual entrepreneurs and organizations, including commercial ones, are regulated by civil law, and were discussed in the courses “Civil Law” and “Business Law”. Here we can highlight only a few features related to trading activities.

The commercial activities of individual entrepreneurs are regulated in the same manner as organizations. Features of legal capacity are as follows. According to the Civil Code of the Russian Federation (Article 23), individual entrepreneurs have general legal capacity. In accordance with the Law of the RSFSR of December 7, 1991 No. 2000-1 “On the registration fee for individuals engaged in entrepreneurial activities and the procedure for their registration,” as well as based on the form and procedure for issuing a certificate approved by the Ministry of Finance of the Russian Federation, citizens can engage only in the activities recorded in the registration certificate. Despite the fact that the Civil Code of the Russian Federation has a higher legal force in regulatory practice, the special legal capacity of individual entrepreneurs is used.

Another feature related to the trading activities of citizens. In trade transactions, a citizen who is not registered as an individual entrepreneur does not have the right to refer to the lack of such registration and bears responsibility for obligations on an equal basis with entrepreneurs (higher).

Subjects of commercial activity are legal entities and individuals who have the right to carry out such activities.

The subject of law is usually understood as a person or organization that is endowed with the ability to have subjective rights and legal obligations (i.e.

Legal capacity). Based on the established understanding of the subject of law, subjects of commercial law are persons who have the ability to have rights and fulfill obligations arising from trade relations, participate in trade turnover and bear independent property liability. When determining the diversity of subjects of commercial law, it should be noted that in modern legal literature there is no single, established approach to this issue. For example, in some publications, subjects of commercial law are divided into:

· individual entrepreneurs;

· full and limited partnerships;

· limited and additional liability companies;

· joint stock companies;

· production cooperatives;

· state and municipal enterprises;

· non-profit organizations engaged in business activities.

The classification of commercial entities according to functional characteristics is as follows:

· product manufacturers selling products both independently and through representatives;

· representatives of manufacturers, suppliers and resellers;

· consumers;

· entities that regulate and control trading activities.

The second group of subjects of commercial law are representatives and resellers. Individual entrepreneurs and commercial organizations can act as intermediaries.

Among non-profit organizations, only those whose charter stipulates the ability to engage in trading activities can be intermediaries.

The third group of subjects of commercial law are consumers. In legal regulation, consumers, in turn, are divided into the following categories:

· industrial consumers using purchased goods and raw materials for their business activities;

· non-productive consumers using purchased goods for economic non-entrepreneurial activities (non-profit organizations);

· citizens purchasing goods for personal, family, household and other similar needs.

Legal entities that are commercial organizations can be created in the form of business partnerships and societies, production cooperatives and unitary enterprises. The constituent documents of a legal entity are its charter (joint stock company, production cooperative, unitary enterprise based on the right of economic management), constituent agreement (full and limited partnerships), constituent agreement and charter (limited liability company and additional liability company).

Business entities

If we consider efficiency as a system, then its organization and management presupposes the existence of efficiency subjects who implement it, and efficiency objects on which activities should be directed.

To the most favorable conditions for the development of efficiency include:

equality of economic entities of all forms of ownership;
free, mutually beneficial cooperation market business entities;
free pricing system;
establishing the economic responsibility of business entities for the decisions they make;
the presence of fair competition;
regulated participation of government bodies in economic management.

The mechanism of relationships between participants in the labor market (goods, services, works) includes the following components: subjects of commercial legal relations; objects of commercial legal relations

Subjects and objects of commercial legal relations form a system of wholesale and retail trade in a specific area. They ensure the circulation of labor products (goods, services and works) in the relevant markets through various types of transactions, acts of purchase and sale, servicing efficiency.

In accordance with the legislation, business entities are divided by legal status into commercial and non-commercial.

Commercial - those in which the main goal is to generate income and profits, which are distributed among the founders:

Non-profit - those whose main purpose is not to generate income and profit, nor to distribute it among the founders. They (educational institutions, charitable foundations, religious organizations, public associations, political parties, etc.) are created to achieve educational, charitable, environmental, social, cultural goals of individual groups of citizens.

The main business entities that realize commercial goals include:

Legal entities (LE) - business entities that have separate property in their ownership, economic management or operational management; responsible for their economic obligations independently; acquiring on their own behalf and exercising property and personal non-property rights; performing various types of duties; who can be plaintiffs and defendants in court; having an independent balance, seal, and other attributes necessary for carrying out activities.

Note 1

Legal entity in in the prescribed manner undergo the state registration procedure

Individual entrepreneurs (IP), business entities – individuals (citizens) who are engaged in entrepreneurial activities without forming a legal entity.

Note 2

The beginning of their work is considered to be the moment of state registration as an individual entrepreneur.

Subjects of legal relations KPD are created as business partnerships and companies (COs) - this is a legal entity with an authorized capital divided into shares (shares) between the founders (participants). Property created from the contributions of the founders, as well as produced and acquired by them in the process economic activity, belongs to a partnership or company by right of ownership. They can be created in the form of a full or limited partnership.

CWs include:

limited liability companies (LLC)
additional liability companies (ALS);
joint stock companies (JSC);
subsidiary business companies (SBC);
dependent business companies (DCO).
production cooperatives (PPC);
consumer cooperatives (PotrebK);
unitary enterprises (UE);
peasant (farm) farms (KFK).

The legislation also allows for the creation of business entities in the form of holdings, associations and unions.

The main differences between business entities are: ownership of capital; the presence of separate property; ways of managing it (ownership, economic management, operational management); methods of appropriation and distribution of income and profits; degree of responsibility for accepted obligations.

Objects of commercial operations (CO) in the consumer market

The objects of CR as a type of management activity in the consumer market are labor products.

The product of labor represents an elementary form of the country's economic wealth, its elementary cell. In the product of labor the completion of the labor process, its result, is found.

In society, the product of labor, labor and the person performing it do not exist without each other.

The product of labor is understood as an objectively existing result of labor. To create a product of labor, it is necessary to have purposeful activity, that is, the labor process itself. In addition, there must be a subject of labor, that is special person, which changes in the process of labor activity and in this sense is also its product. Thus, the product of labor, the labor process itself, and man, as a subject of labor activity, interpenetrate, mutually determine, and mutually presuppose each other.

A product is understood as a product of labor that satisfies human consumer demand and is intended for exchange in the form of trade transactions, acts of purchase and sale. Goods - any thing that is not limited in circulation, which is freely alienated and transferred from one business entity to another business entity in accordance with various types of exchange agreements (purchase and sale agreement, supply agreement, etc.)

A service is understood as the result of the activity of a business entity, which is aimed at assisting customers in making purchases, pre-sale and after-sale services, transporting goods to customers, in order to satisfy the consumer demand of buyers, increase the level of competitiveness of the business entity and achieve established commercial results.

Note 3

A service, unlike a product, has no material embodiment. Work, in contrast to service, is a labor process that creates both goods and services.

The need to improve efficiency is aimed at enhancing saturation consumer market diverse products of labor (goods, services, works) in accordance with the increasing requirements of buyers for them.

There are certain requirements for efficiency objects on the market, which are determined by various international and national standards, acting on the basis of relevant legislative and regulatory acts, and the requirements imposed by increasing competition and buyers.