State and municipal unitary enterprises: features, advantages, disadvantages. What does this mean municipal unitary enterprise

IN national economy There are many organizational and legal forms of a legal entity, differing in the method of creation, functions, and types of activities.

Most of them are built on full property rights and membership of participants, but among them there are also those who have not general, but targeted legal capacity. These business entities are called unitary enterprises and have a number of differences that set them apart from other companies.

Unitary enterprise – what is it?

A unitary enterprise refers to a specific legal entity that is not the owner of the real estate assigned to it. Like other commercial structures, it is created to make a profit, but its property remains the property of the state and is not divided into shares or shares. In the course of its activities, it uses other people's property and transfers part of its own profits to the owner.

A unitary enterprise is created by one founder, who retains ownership of real estate, while the organization itself has only limited property rights. The concept of “unitary” in this case indicates the indivisibility of property in terms of contributions, including among the team, since none of the employees, besides the founder himself, took a direct part in its formation.

Features of unitary enterprises

Unitary organizations have a number of characteristic features, distinguishing them from others legal entities:

— the management of the structure is carried out by a sole manager, appointed by the owner or a person authorized by him;


— founding document the charter of such a company is recognized;

— property is assigned to the organization in accordance with the rights of operational management or economic management;

— its name contains an indication of the owner of the property;

- in the charter, except general information, the purpose and nature of the enterprise’s activities are indicated;

- the owner is not liable with his property for the debts of a company created on the basis of economic management, but is held liable if it is formed on the basis of operational management rights;

- the owner has the right to seize property if it is not used, is redundant, or is used for other purposes.

Why are unitary enterprises created?

When forming an enterprise, the founder pursues the goal of solving the problems of the state on a commercial basis. This need most often arises due to the impossibility of privatization of real estate.


Sometimes such companies are created in order to provide unprofitable production or separate directions activities subsidized by the state. In some cases, they are based on solving some social issues, including the sale of certain products or provision of services.

Examples of unitary legal entities include Russian Post, the Mosfilm concern and the Russian Television and Radio Broadcasting Network.

What types of unitary enterprises are there?

In accordance with property rights, unitary organizations are divided into two types. Enterprises formed under economic management include municipal and federal, as well as state enterprises of a constituent entity of the Russian Federation. UEs open with operational management rights can be state-owned municipal, state or federal enterprises.

Unlike other state or municipal structures, state structures do not have the ability to dispose of property, including movable property, and do not have an authorized capital.

What is the difference between a unitary and a budget institution?

Unitary enterprises may seem similar to traditional ones budgetary institutions subsidized by the state.


However, there are some differences between them. Property is transferred to both budgetary and unitary organizations on the basis of management rights, but the former are non-profit and are opened to carry out social or managerial functions. Unitary ones are commercial, and their main goal is to make a profit.

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.

The choice of possible types of activity is 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 his 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 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 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, in practice it causes much more problems in your own 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 matter 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 respond flexibly 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 makes it possible 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 conflict with the goals of the 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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State and municipal unitary enterprises(hereinafter referred to as enterprise) are commercial organizations that are not vested with the right of ownership of property assigned to them by the owner; in this they differ from other commercial organizations.

The authorized capital of an enterprise is the minimum amount of property of an enterprise that guarantees the interests of its creditors, which can be formed from money, as well as securities, other things, property rights and other rights that have a monetary value.

Enterprises represent the organizational and legal form through which they carry out activities commercial organizations– legal entities that are subjects of business law (Articles 113–115 of the Civil Code of the Russian Federation).

The property of an enterprise is indivisible and cannot be distributed among contributions (shares), including among its employees.

Types:

– unitary enterprises based on the right of economic management, – federal state enterprise and state enterprise of the subject Russian Federation, municipal enterprise;

- unitary enterprises based on the right of operational management - a federal state enterprise, a state enterprise of a constituent entity of the Russian Federation, a municipal state enterprise.

The legal capacity of enterprises is not general, but special, i.e. they can carry out only those types of activities that are enshrined in the charter of the enterprise.

The activities of unitary enterprises in certain areas of business activity are limited.

By agreement with the owner of its property, a unitary enterprise can create branches and open representative offices.

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 owners of an enterprise's property are not liable for its obligations, except in cases where bankruptcy is caused by the owner himself, and if the property is insufficient, he may be assigned subsidiary liability for the enterprise's obligations.

Charter of a unitary enterprise- its only constituent document.

The enterprise disposes of movable property independently, to the extent that does not deprive it of the opportunity to carry out activities, except in cases established by law.

An enterprise does not have the right to sell the real estate it owns, rent it out, pledge it, or otherwise dispose of this property without the consent of the owner of the property of the state or municipal enterprise.

The owner of the enterprise's property has the right to receive part of the profit from the use of the property managed by the enterprise.

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 municipal property. In addition, it cannot be divided and distributed among different deposits.

Characteristics of a unitary enterprise

Unitarity is a unique form of organizational activity, which is characterized as follows:

These business entities are created for the following reasons:

• to have in use property that cannot be privatized;
• carry out activities to resolve social significant tasks, putting up for sale a certain type of goods and services at the most low prices and making commodity intervention on essential goods;
• provide specific types of activities subject to subsidies and carry out unprofitable production.

Law on Unitary Enterprises, main goal their activities, calls solving state-level problems on a commercial basis.

When creating such institutions, the state or municipality provides it with property, which is their property under the right of economic management or operational management. Any name that is assigned to this legal entity must indicate who owns the property. The Charter clearly states this. This economic entity is responsible for its obligations with the property it owns, without being responsible to the obligations of the owner of the property. The owner has the right to appoint 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 carrying out their activities on the basis of operational management (state institutions).

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

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

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

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

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

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

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

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 independently use the property they own, the products that are produced and the income received, with some restrictions. The law clearly states this. If an operational method of disposing of property by state institutions is used, then the consent of the owner is required for the disposal of this property, the products that are produced and the profits received.

The property owner performs the following tasks:

• resolves the issue of 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.

Subsidiary structures of these legal entities do not have the right to be established. The law on state and municipal unitary enterprises directly states this. This is due to the fact that to prevent property from being taken out of control if it is transferred to subsidiaries. The sources of financing for these legal entities are the same as for other commercial organizations.

Advantages and disadvantages

These business entities have positive aspects.

They are created to solve current 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 a lack of interest from private entrepreneurs. Especially these subjects have state support , which 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. Wages can remain at the same level for years, this contributes to a decrease in productivity and interest of workers to carry out their labor activity. 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 represents the termination of existing legal entities and the creation of new ones.

The Law on Unitary Enterprises provides the following types their reorganization:

If the property of business entities belongs to one owner, then they are reorganized through merger or incorporation.

If property arises as a result of division or separation, 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 passed 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.

The law divides unitary enterprises into two types:

• - unitary enterprises based on the right of economic management, which are divided into state enterprises (federal state enterprises and state enterprises of a constituent entity of the Russian Federation) and municipal enterprises;
• - unitary enterprises based on the right of operational management, which are divided into a federal state enterprise, a state enterprise of a constituent entity of the Russian Federation and a municipal state enterprise (state enterprises).

A unitary enterprise based on the right of economic management. The founder of such a unitary enterprise may be the Russian Federation, a subject of the Russian Federation, municipality.

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

The Law on Unitary Enterprises provides an alternative to the creation of federal unitary enterprises with the right of economic management - the decision is made by the Government of the Russian Federation or federal executive authorities in accordance with acts defining the competence of such bodies (clause 2 of Article 8 of the Law on Unitary Enterprises).

The division of competence on this issue is provided for by Decree of the Government of the Russian Federation of December 3, 2004 No. 739.

The decision on the creation of federal unitary enterprises with the right of economic management for the first time, as well as their emergence as a result of reorganization in the form of division, spin-off, is made by the Government of the Russian Federation.

Reorganization by merger, which also leads to the emergence of a unitary enterprise, is carried out by decision of the Federal Agency for Federal Property Management on the basis of a proposal from the federal executive body in charge of the relevant enterprise (for example, proposals from an industry agency).

In municipalities, establishing the procedure for making decisions on creation, reorganization, liquidation municipal enterprises, as well as the establishment of tariffs for their services is the exclusive competence of representative municipal bodies (subclause 6, clause 10, article 35 of the Federal Law of October 6, 2003 No. 131 “On general principles organizations of local self-government in the Russian Federation"). Within the meaning of this Law, making decisions on the creation of municipal enterprises falls within the competence of the local administration.

In accordance with the Law on Unitary Enterprises, state and municipal enterprises based on the right of economic management are created, and those that arose before the adoption of this Law act to perform the functions expressly listed in the Law, for example, such as:

• - use of property, the privatization of which is prohibited and which is necessary to ensure the security of the Russian Federation;
• - carrying out activities to solve social tasks(including the sale of goods and services at minimum prices, as well as the organization and conduct of procurement and commodity interventions to ensure the country’s food security).

In relation to enterprises whose subject matter of activity does not fall within the scope of tasks specified in the Law, the policy of privatization, the creation of state-owned enterprises on the basis of their property, and the liquidation of enterprises continues (sections 1, 2 of the Concept of State Property Management and Privatization in the Russian Federation, approved by Government Resolution of the Russian Federation of September 9, 1999 No. 1024; clauses 2, 3 of the Decree of the Government of the Russian Federation of December 6, 1999 No. 1348 “On federal state unitary enterprises based on the right of economic management”).

In municipalities, making a decision to create an enterprise and approving its charter, as a rule, are the competence of one body - the local administration.

In the constituent entities of the Russian Federation, making a decision on the creation of a municipal enterprise may fall within the competence of one state authority (government), and approval of the charter is entrusted to another - the corresponding industry department (management). The charters of federal enterprises are approved by sectoral federal agencies and agencies, which are managed by the President of the Russian Federation or the Government of the Russian Federation.

The authorized capital of an enterprise based on the right of economic management determines the minimum amount of property of the enterprise that guarantees the interests of its creditors. It can be as large as you like. The Law on Unitary Enterprises contains an indication only of the minimum size of the authorized capital: for a state enterprise - no less than 5000 minimum wages established Federal law on the date of state registration of the enterprise, and for municipal ones - at least 1000 minimum wages.

Before the adoption of the Law on Unitary Enterprises, the minimum size of the authorized capital was the same for all enterprises and amounted to 1000 minimum wages. The procedure for forming the authorized capital of an enterprise based on the right of economic management is determined by the Law on Unitary Enterprises. In accordance with Article 13 of the Law on Unitary Enterprises, the authorized capital of a state or municipal enterprise is formed in full by the owner of its property within three months from the date of state registration of the enterprise. At the same time, the authorized capital is formed from the moment the corresponding amounts are credited to the bank account opened for these purposes and the property assigned to it under the right of economic management is transferred to the enterprise in full.

Before the adoption of the Law on Unitary Enterprises, the formation of the authorized capital was completed completely at the time of registration of the enterprise.

As a contribution to the authorized capital, the owner can contribute money securities, real estate, other things, property rights and other rights that have a monetary value. For example, a contribution may be the right to use an invention, the exclusive right to which belongs to the state. In accordance with Decree of the Government of the Russian Federation of December 3, 2004 No. 739, the formation of the authorized capital of federal enterprises is carried out Federal agency on federal property management.

The authorized capital of a state-owned enterprise is not formed. The interests of the creditors of such an enterprise are ensured by the subsidiary liability of the owner of its property.

The net assets of the enterprise must be no less in amount than the authorized capital of the enterprise. They are determined according to the financial statements received by government and government authorities. municipal property. If, based on the results of any financial (calendar) year, it is determined that the net assets of an enterprise are less than the size of its authorized capital, the property management body must prepare a draft decision to reduce the authorized capital to a size not exceeding the net assets of the enterprise. The decision is made by the body authorized to create enterprises.

If the cost net assets enterprises upon completion financial year(December 31) becomes less than the minimum size of the authorized capital established by the Law (5000 minimum wages for state, 1000 minimum wages for municipal enterprises), the Law allows for the possibility of liquidation of an enterprise in judicial procedure. At the same time, the Civil Code of the Russian Federation does not indicate who exactly has the right to go to court with the corresponding demand. It can be assumed that the Civil Code of the Russian Federation does not mean the owner of the enterprise (the authorities that implement the functions of the owner). After all, the owner can decide to liquidate or reorganize an enterprise with his own authority, without a court decision and without motivating the decision (Article 295 of the Civil Code of the Russian Federation, Article 35 of the Law on Unitary Enterprises).

The Law on Unitary Enterprises grants the right to the enterprise and the owner, within three months after the end of the financial year (reporting year), that is, until April 1 of the following reporting year, to restore the property position of the enterprise so that the net assets exceed the minimum size of the authorized capital. If this is not done, the owner is obliged to make a decision to liquidate or reorganize the enterprise.

It is clear that it is unrealistic to talk about any sanctions against the owner (Russian Federation, constituent entities of the Federation, municipalities) who does not fulfill this obligation. A kind of sanction in relation to an enterprise that has allowed a decrease in its net assets are the consequences provided for by the Law on Unitary Enterprises: if within six months after the end of the financial year the owner of the enterprise’s property does not make a decision to reduce the authorized capital, to restore the size of net assets to the minimum amount of the authorized capital fund, on the liquidation or reorganization of an enterprise, its creditors have the right to demand from the enterprise termination or early fulfillment of obligations and compensation for losses caused. It appears that this sanction is unlikely to be applied. Firstly, enterprises are not required to publish their reports, except in cases provided for by law, so there is no real financial situation creditors may not know the debtor; secondly, if they make claims for damages, they are unlikely to receive the corresponding amounts from the debtor, who does not have property even in the amount of its minimum amount.

The Civil Code of the Russian Federation does not establish time limits for an enterprise to notify its creditors if the owner of its property has decided to reduce the authorized capital of the enterprise, as well as the time limits during which creditors have the right to demand termination or early fulfillment of obligations by the debtor enterprise and compensation for losses. The issue of timing is resolved in the Law on Unitary Enterprises - within 30 days from the date of the decision to reduce the authorized capital, the enterprise notifies creditors about this and informs them about the new size of the authorized capital, and is also obliged to publish information about the decision made by the owner in the press, in which publishes data on state registration of legal entities. The same period - 30 days from the date of notification to them or from the date of publication of the specified message - is given to creditors to present claims against the enterprise for the termination of obligations, their early fulfillment and compensation for losses.

State and municipal enterprises are commercial organizations that are independently liable to their creditors for their obligations. The state and municipalities that created enterprises are not liable for their obligations. Like other commercial organizations - business societies, partnerships, production cooperatives, enterprises are subject to bankruptcy. But if the bankruptcy of an enterprise is caused by the owner of its property, the owner, in case of insufficiency of the enterprise’s property, may be assigned subsidiary liability for the obligations of the enterprise. Such liability occurs under the following conditions:

• - the owner has the right to give instructions mandatory for the enterprise;
• - the owner has the opportunity to otherwise determine the actions of the enterprise;
• - as a result of essentially unqualified management influence on the enterprise, limiting its initiative and independence, the owner brings the enterprise to bankruptcy.

The Law on Unitary Enterprises, although it narrowed the property independence of the enterprise (the number of transactions for which the consent of the owner is required has sharply increased), in general did not limit its fundamental rights as a commercial organization: freedom in choosing partners for obligations, in determining the content of contracts, including terms about prices that are mutually beneficial for the parties to the transaction, etc.

Based on the general principles of civil law on culpable liability, it will be difficult to prove in court that the owners (state executive authorities and local governments) are guilty of bringing their enterprise to bankruptcy. In addition, the state and municipality have various opportunities to avoid such liability, to prevent the bankruptcy procedure itself, for example, to reorganize the enterprise in a timely manner by merging with another, more successfully operating enterprise, to sell it along with debts during the privatization process, to dismiss the manager, to find an opportunity to provide financial assistance to the enterprise.

The rule on subsidiary liability also applied to the liability of an enterprise that established a subsidiary for the obligations of the latter. With the entry into force of the Law on Unitary Enterprises, unitary enterprises no longer have the right to create subsidiaries, and those that were previously established before the entry into force of this Law were subject to reorganization by merging with the enterprises that created them. Upon completion of the process of such reorganization, the need for a rule on the responsibility of a unitary enterprise for its subsidiary completely disappears.

A unitary enterprise based on the right of operational management. State-owned enterprises are established only in a limited number of cases specified in paragraph 4 of Article 8 of the Law on Unitary Enterprises, in particular: if a significant or predominant part of the products (work, services) they produce is intended for state or municipal needs; if it is necessary to use property the privatization of which is prohibited, including property necessary to ensure the security of the state and the strategic interests of Russia.

A federal government enterprise is established by a decision of the Government of the Russian Federation, a government enterprise of a constituent entity of the Russian Federation and a municipal government enterprise - by state authorities or local self-government in accordance with acts defining the competence of these bodies, and not necessarily in connection with the liquidation of enterprises with the right of economic management.

Within the meaning of the Law on Unitary Enterprises, a state-owned enterprise can be created on the basis of the property of a unitary enterprise with the right of economic management:

• - as a result of its transformation into a state-owned enterprise, that is, by changing the type of enterprise within the framework of one organizational and legal form of a unitary enterprise (changing the type of enterprise is not its reorganization);
• - by reorganizing enterprises in the form of merger, division, spin-off and, as a result, creating state-owned enterprises;
• - as a result of the liquidation of an enterprise with the right of economic management and the creation of a state-owned enterprise on the basis of the property remaining after liquidation.

For the first time, the law does not prohibit the creation of state-owned enterprises at the expense of budget funds at the appropriate level.

The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local government body.

A government enterprise, like any other commercial organization, has a corporate name. Its full corporate name in Russian must contain the words “federal state enterprise”, “state enterprise” or “municipal state enterprise” and an indication of the owner of its property - the Russian Federation, a subject of the Russian Federation or a municipal entity.

A state-owned enterprise operates on the basis of a real right derived from the right of ownership - the right of operational management of the property assigned to it by the owner. The authorized capital of a state-owned enterprise is not formed. The scope of possibilities for disposing of the property of a state-owned enterprise in comparison with an enterprise operating on the basis of the right of economic management is significantly narrower - almost all transactions are carried out by it with the consent of the owner. The exception is finished products - the state-owned enterprise disposes of them independently, unless otherwise established by law or other regulations(Clause 1 of Article 297 of the Civil Code). However, the rights to dispose finished products are limited by the fact that the state-owned enterprise receives binding orders for the supply of goods, performance of work, provision of services for state or municipal needs (Clause 2 of Article 20 of the Law on Unitary Enterprises). The owner of the property of a state-owned enterprise, represented by an authorized body, determines the procedure for drawing up, approving and establishing indicators of plans (programs) for the financial and economic activities of the enterprise, approves the indicators economic efficiency its activities and monitors their implementation.

The activities of state-owned enterprises are planned and financed in accordance with the Law on Unitary Enterprises. A state-owned enterprise operates on the basis of an estimate of income and expenses approved by the owner. Just like an enterprise with the right of economic management, a state-owned enterprise periodically submits to the owner accounting reports on its financial and economic activities and other documents - reports, the list of which for federal enterprises is approved by the Government of the Russian Federation (clause 3 of Article 26 of the Law on Unitary Enterprises). Since state-owned enterprises are approved by estimates of their income and expenses, including additional earmarked funds received from the budget, their activities are the object of state and municipal financial control. Main stewards budget funds carry out inspections of subordinate state and municipal enterprises (clause 2 of Article 269 of the Budget Code of the Russian Federation). For subsequent control, federal government enterprises prepare annual and accounting reports and send them to the main managers of budget funds (clause 7 of Article 274 of the Budget Code of the Russian Federation).

A state-owned enterprise is liable to creditors with all its property. However, it is not subject to bankruptcy. If there is insufficient property for settlements with creditors, the owner of the property bears subsidiary liability for the obligations of such an enterprise. When the state or municipality is brought to civil property liability, they are liable at the expense of the treasury. The main difficulty of such collections is that budgets do not always provide reserves for payments to enterprise creditors in the manner of subsidiary liability of the state and municipalities for the state-owned enterprises they created.

State-owned enterprises are reorganized and liquidated by decision of the competent state authorities and local governments. The decision on the reorganization and liquidation of federal state-owned enterprises is made by the Government of the Russian Federation. State-owned enterprises are reorganized by merger, annexation, division, separation (for example, as a result of the merger of two state-owned enterprises one appears), transformation into an institution.

Particularly noteworthy is the possibility of the emergence of state-owned enterprises as a result of the reorganization of enterprises with the right of economic management. For example, based on the merger of two organizations with the right of economic management, producing homogeneous products, one state-owned enterprise can be created. At the same time, the creation of federal government enterprises on the basis of the property of enterprises with the right of economic management that have accounts payable, that is, are debtors for overdue monetary obligations, is not allowed.

State-owned enterprises can be reorganized and cease to exist upon merger with an enterprise with the right of economic management, during a merger, and the emergence as a result of such a merger of an enterprise with the right of economic management. The owner can change the type of state-owned enterprise by transforming it into an enterprise with the right of economic management (changing the type of enterprise does not apply to reorganization). In all such cases, the state and municipality bear subsidiary liability for six months for the obligations of a state-owned enterprise transferred to an enterprise with the right of economic management (clause 5 of Article 29 of the Law on Unitary Enterprises).

If a state-owned enterprise is transformed into an enterprise with the right of economic management and thus the type of enterprise is changed, only changes in the charter are registered that reflect the change in the status of the enterprise (clause 4 of Article 29 of the Law on Unitary Enterprises).

A state-owned enterprise can be transformed by decision of the owner into a state or municipal institution. In contrast to its transformation into an enterprise with the right of economic management, which entails only a change in the type of enterprise within the framework of one organizational and legal form of a unitary enterprise, transformation into an institution is a form of reorganization of the enterprise.

A state-owned enterprise included in the Forecast Privatization Plan (Program) can be transformed into an open one joint stock company. In this case, the reorganization is carried out in accordance with the legislation on privatization.

When an enterprise is transformed into an open joint-stock company in the process of its privatization, the state’s obligation to be subsidiarily responsible for the enterprise to its creditors ceases. The joint-stock company becomes the legal successor for the obligations of such an enterprise.

If the enterprise is reorganized into an institution, then the state, municipal formation, if the institution has insufficient cash bear subsidiary liability to creditors for obligations transferred to the institution by way of succession during reorganization.

A unitary enterprise, like other commercial organizations, is obliged to notify its creditors about the decision taken about reorganization.

State registration of unitary enterprises newly created as a result of reorganization, making entries on the termination of enterprises, as well as registration of changes made to the charter (for example, when changing the type of unitary enterprise) are carried out only if information is submitted to the registering authority - evidence of notification of creditors (clause 8 of Art. 29 of the Law on Unitary Enterprises), necessary for them to exercise the guarantees of their rights.

A state-owned enterprise can be liquidated by decision of the owner if it is not included in the forecast privatization plan (program). Liquidation of a state-owned enterprise can also follow a court decision - on the grounds provided for by the Civil Code of the Russian Federation. If an enterprise grossly or systematically violated the law, it is still advisable not to liquidate it, but to privatize it, for example, by selling the property complex at auction in the manner prescribed by the privatization legislation. Liquidation of an enterprise can lead to losses to the state, since it bears subsidiary liability for the obligations of a state-owned enterprise if it has insufficient property, and privatization can bring income to the state.