State and municipal unitary enterprises are a special type of legal entity. The specifics are primarily related to the property status of these entities. Let us further consider what state and municipal unitary enterprises are.
general characteristics
What is a unitary state enterprise and CBM? As mentioned above, the key criterion for distinguishing these legal entities is 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, however, it must be strictly within the framework of the purposes for which they were created. Moreover, all profits should go to the development of unitary enterprises. They have certain property, but they have limited rights to it. Material assets entrusted to institutions are indivisible and cannot be distributed by shares, including among employees.
Distinctive features
For a better understanding of them, let us note the main features of a state unitary enterprise. A legal entity is created by allocating a certain part of 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 with the aim of:
- Use of property that is prohibited from privatization.
- Implementation of 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 goods.
- Providing some subsidized types of work and conducting unprofitable industries.
These are the main goals for which a state unitary enterprise can be created. The value of this legal entity lies in the solution of state tasks 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. The rules of the rules do not regulate the legal status of employees. Obligations and legal possibilities of employees of enterprises are determined labor legislation... Along with this, there is a mention in the norms of employees of state unitary enterprises and municipal unitary enterprises. It is related to property. As stated above, material values 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 corporate 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 authority is indicated. If the owner is the Russian Federation, then information about this should also be present in the charter.
Civil law and process
Unitary enterprises, in accordance with the Civil Code, are not liable for the obligations of the owner of the property. Accordingly, in the event of a dispute, these legal entities will not act as defendants. Meanwhile, municipal unitary enterprises, as well as state unitary enterprises, are responsible for their debts. The owner of the property is not responsible 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. The classification is carried out depending on the type of property rights. State and municipal unitary enterprises, which are entrusted with property on the basis of the right of economic management, are formed by decision of an authorized institution of federal or territorial authority.
The charter
It acts as a constituent document. The charter is approved by a 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, the size of the authorized capital. Its size should not be less than 5000-fold (for state unitary enterprises) or 1000-fold (for municipal unitary enterprises) minimum wage. The fund must be fully funded 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 the rights and obligations 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 Ministry of Defense or the Russian Federation. The charter also acts as a constituent document. It is approved by the government, regional or territorial authority. A state institution cannot dispose of property, regardless of whether it is movable or immovable, without the appropriate permission of the owner. The name of a legal entity must indicate its type. For the obligations of a state-owned enterprise of the Russian Federation, a constituent entity or Moscow region may bear subsidiary liability. This is allowed if the property of the institution is not enough to satisfy the claims of creditors. The formation and liquidation of a municipal unitary enterprise, including government-owned, is carried out by decision of the territorial authority. The termination of the activities of the SUE is carried out on the basis of a government decree or a regional authorized body.
Features of the use of property
In economic management, unitary enterprises can dispose of entrusted material assets, income, products (services provided) independently. In this case, the restrictions established by legislative and other regulations must be taken into account. Operational management involves the obligatory obtaining of the owner's consent for any actions with the property.
Owner rights
The owner decides issues related to the creation of an enterprise, determines the goals and subject of its activities. The owner is authorized to control the use of the property for its intended purpose, to ensure its safety. The founder also resolves issues related to the liquidation or reorganization of the enterprise.
Restrictions
Unitary enterprises cannot create subsidiaries. The legislation establishes a prohibition for institutions that have property in economic jurisdiction to act 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 due to the need to prevent the property from going out of control.
Sources of property formation
They can be:
- Profit obtained in the course of carrying out its activities.
- Property provided by the owner's decision as a contribution to the statutory fund, or other material values transferred by the owner.
- Borrowed funds. These include loans from banking and other financial organizations.
- Depreciation deductions.
- Capital investments and budgetary subsidies.
- Income (dividends) that come from business partnerships and companies in whose authorized capital the legal entity participates.
- Donations and voluntary contributions from citizens, institutions, organizations.
- Other sources, the existence of which does not contradict the legislation. These include, among other things, the profit from the lease of property to other entities.
Making deals
Unitary enterprises cannot dispose of real estate. The objects are sold exclusively with the permission of the founder. At the same time, the approval of real estate transactions, the cost of which is more than 150 million rubles, is carried out by the Federal Agency for Federal Property Management on the basis of a government decision Russian Federation or a decision taken on his behalf by the Deputy Prime Minister.
Activity programs
The relationship between SUEs and owners is regulated by government regulations. One of such acts approved the rules for the development of programs for the activities of the legal entities in question and the determination of profits to be deducted to the budget. Part of the income, as mentioned above, can be directed to the development of the enterprise.
Specificity of financial resources
One of the key differences between unitary enterprises and others, in the first place joint stock companies, there are ways of capital formation, formation and use of income, attracting borrowed and budgetary funds. The monetary fund is created at the expense of circulating and fixed assets assigned to a 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 monetary 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 relevant decision has been made during the specified period, creditors may demand early fulfillment or termination of obligations and compensation for losses incurred.
Profit
She acts as one of critical sources financing. Profit is generated in the same way as in other commercial structures. At the same time, BC regards the income of unitary enterprises as a source of non-tax revenues to the budget. The legal entities considered annually make obligatory deductions from the profits received. The procedure, amount and timing of payments are approved by the government or regional / territorial authorities. The funds remaining after taxes and other deductions are redistributed to funds for material incentives, social events, etc. Part of the net income, by the decision of the founder, can be used to increase authorized capital enterprises.
Directions of spending
Net profit can be used:
- For the introduction, development of new technologies and equipment, environmental protection measures.
- Expansion and development of financial and economic activities, an increase in current assets.
- Reconstruction, construction or updating of the OS.
- Carrying out research activities, market research and demand.
Unitary enterprises can use targeted funding sources. Such allocations, as a rule, are directed to the implementation of certain activities and programs of social orientation.
Activities of a unitary enterprise. Unlike commercial organizations of other organizational and legal forms, a unitary enterprise cannot carry out any types of activity that are not prohibited by law.
Choice possible types activity is limited for him by the framework of the subject and objectives of the activity fixed by the charter. In the legislation, the concept of the subject of activity is not specifically defined. However, based on its general meaning and established practice, it can be concluded that this concept is associated with the sphere to which the main activity of the enterprise belongs, that is, activities directly aimed at the implementation of the goals formulated in its charter.
When defining the subject of activity in the charter, it is not necessary to list all types of core activities that a unitary enterprise may be engaged 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, non-expanding list of its types of activities.
Thus, the subject of activity of a unitary enterprise can be defined with varying degrees of detail. At the same time, it should be noted that the more detailed this subject is defined, the less opportunities a unitary enterprise has for the development and improvement of its activities.
The possible composition of the organization's activities is also limited by its statutory goals. In accordance with paragraph 0 of clause 0 of article 00 of the Civil Code of the Russian Federation, it can only conduct such activities that comply with 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 much more problems in its interpretation in practice. 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 according to contributions, shares, shares, including among the employees of the enterprise.
The firm 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 on the assignment of property to the unitary enterprise on the basis of the right of economic management or on the basis of the right operational management On the basis of the right of operational management, the 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 it by the owner, within certain limits. It is not entitled, without the consent of the owner, to sell immovable property belonging to him on the basis of the right of economic management, lease it, pledge it, make a contribution to the authorized share capital of economic societies 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 that belongs to it, in addition to the property that is in economic jurisdiction, the rest of the property belonging to the unitary enterprise, it disposes on its own.
A unitary enterprise based on the right of economic management is also limited in terms of the disposal of the received income. Products and income from the use of property under the economic jurisdiction of the enterprise, as well as property acquired by it under the contract, also go into the economic jurisdiction of the unitary enterprise. In addition, the owner has the right to receive part of the profit from the use of property under economic control.
The issues of property liability of a unitary enterprise based on the right of economic management and the owner of its property are defined by legislation as follows; a unitary enterprise is not responsible 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, responding with all property belonging to it. 0.0.0. Management of activities Management of activities of a unitary enterprise is carried out by the head, who is appointed by the owner or the body authorized by the owner and is accountable to them.
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 right to own, use and dispose of it. This norm of the law is the basis for the direct intervention of the owner in determining the scope and structure of the institution's activities, setting prices for its services.
In conjunction with this norm, there is also the estimated procedure for financing the institution by its owner provided for by legislation. 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 for him. It is free to define the scope and structure of its activities, which allows it to respond flexibly to consumer needs. The unitary enterprise is not funded according to the estimate. The founder pays for his services in accordance with the concluded contracts. This not only provides an opportunity for operational maneuver with resources, but also, in the absence of a limit on the wage fund established by the estimate, creates real commercial incentives for the collective 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 the activity, enshrined by the founder in its charter. A medical unitary enterprise will inevitably strive to refuse from unprofitable types of services, from compliance with part of the obligations to the attached population.
To counter this, additional government expenditures will be required to organize control over the operation 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 on the need to create a new organizational and legal form - a state municipal non-profit organization... 0.0. Structure and management system CHAPTER 0.
End of work -
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Unitary enterprises do not have the right to use the property. The legislation on unitary enterprises establishes that state and municipal unitary enterprises are commercial organizations that own property, but do not have the right to dispose of it, even if it was earned in the production process. It is a municipal property. In addition, it cannot be divided and distributed among different deposits.
Characteristics of a unitary enterprise
Unitarity is a kind of organization's activity, which is characterized as follows:
These economic entities are created for the following reasons:
- to have in use property that cannot be privatized;
- carry out activities to solve socially significant problems, putting up for sale a certain type of goods and services for the most low prices and making commodity intervention on essential commodities;
- provide specific types of activities subject to subsidies and carry out unprofitable production.
Unitary Enterprise Law, main goal their activities, calls solving problems of the state level on a commercial basis.
When creating such institutions, the state or the municipality provides it with property, which is their property on the basis of the right of economic management or operational management. Any name that is assigned to this legal entity must necessarily indicate who owns the property. The charter clearly states this. This economic entity is responsible for its obligations with the property belonging to it, without being liable to the obligations of the owner of the property. The owner has the right to appoint to the position of the head of the enterprise.
What are the forms of municipal economic entities
The legislation on unitary enterprises offers two forms of their activity:
- on the right of economic management (state and municipal unitary enterprises);
- municipal unitary enterprises operating on the basis of operational management (state institutions).
State bodies or local self-government bodies, by their decision, form state and municipal unitary enterprises operating on the basis of the right of economic management. They are created with a specific purpose - to perform specific work, provide a variety of services and produce specific products. Everything these tasks are typical for commercial organizations... However, such legal entities are not limited in their rights to carry out various transactions. For example, they can rent out an empty space.
The constituent document of this legal entity- charter. except general information, he provides information about the goals of the organization and the size of the statutory fund.
A state unitary enterprise usually has a statutory fund not less than 5000 times the minimum monthly wage, and a municipal one not less than 1000 times the size. The statutory fund is created only in municipal enterprises.
Such institutions are managed by one person - the director. He is appointed to this position by the owner or a special body authorized to do so.
If there is property in federal or municipal ownership, then on its basis, municipal government institutions are formed... They are considered unitary enterprises that carry out their activities on the basis of the right of operational management with constituent document in the form of a charter.
The founding owner has the right to liquidate property that is not used, is considered unnecessary or is used for other purposes.
Only the owner agrees to use any property of the municipal government enterprise. The name of the enterprise must contain the word "official".
Property owned by a unitary enterprise
This legal entity uses the property in two ways:
- economic management;
- operational management.
State and municipal unitary enterprises under economic management use their own property on their own, the products that are produced and the income received, with some restrictions. This is clearly stated in the law. If an operative method of disposing of property by state institutions is used, then the consent of the owner is required to dispose of this property, the products that are produced and the profit received.
The property owner performs the following tasks:
- decides on the need to create an economic entity;
- determines what activities it will engage in;
- deals with issues of its reorganization and liquidation;
- controls the safety of property.
Subsidiaries by these legal entities do not have the right to be established. The law on state and municipal unitary enterprises says this directly. This is due to the fact in order to prevent the withdrawal from control of the property in the event of its transfer to subsidiaries... The sources of funding for these legal entities are the same as in other commercial organizations.
Advantages and disadvantages
These business entities have positive aspects.
They are created to address pressing issues. Compared to other commercial organizations, they are more sustainable because their activities are carried out in areas in which there is no competition due to the lack of interest from private entrepreneurs. Especially these entities have government support that saves them from ruin. Such enterprises pay wages on time, which is their main positive quality.
But there are also disadvantages of municipal unitary enterprises.
From an economic point of view, they are ineffective. Wage can stay at the same level for years, this contributes to a decrease in the productivity and interest of workers to carry out their labor activities. In addition, at these facilities, property is used for personal purposes to obtain their own benefit, there is theft, and a high degree of bureaucracy.
Reorganization of unitary enterprises
Reorganization is the termination of existing legal entities and the creation of new ones.
The Unitary Enterprise Law provides the following types their reorganization:
If the property of economic entities belongs to one owner, then they are reorganized through a merger or acquisition.
If, as a result of division or separation, property arises, then, like the property of the reorganized legal entity, it must belong to this owner.
If the type of business entity has changed or its property has been transferred to another owner of state or municipal property, these changes must be made to the charter of the unitary enterprise.
In conclusion, I would like to conclude that unitary enterprises have civil rights only in a certain field of activity for which they were created.