Formy prowadzenia działalności gospodarczej

Podjęcie decyzji o wyborze formy prawnej prowadzenia działalności gospodarczej wiąże się z koniecznością analizy ich zalet i wad. Dokonując wyboru należy więc mieć na uwadze:

1. Procedurę rejestracji.
2. Zasady odpowiedzialności za zobowiązania.
3. Sposób rozliczania się z fiskusem.
4. Wysokość posiadanych zasobów finansowych.
5. Działalność prowadzona w formie spółki czy też nie.

Poniżej prezentujemy krótkie charakterystyki form prowadzenia działalności gospodarczej.

Jednoosobowa działalność gospodarcza

1. Działalność na niewielką skalę, która opierać się będzie głównie na pracy własnej jednego właściciela, będącego osobą fizyczną.
2. Umożliwia przedsiębiorcy samodzielne działanie i zarządzanie.
3. Jasny podział praw i obowiązków, łatwość wprowadzania zmian związanych z funkcjonowaniem przedsiębiorstwa.
4. Niewysokie koszty rejestracji i prowadzenia działalności oraz łatwość rozliczeń księgowo-podatkowych.
5. Przedsiębiorstwo jest prowadzone i reprezentowane przez właściciela. Właściciel odpowiada za wszelkie zobowiązania przedsiębiorstwa majątkiem firmy oraz całym majątkiem osobistym.
6. Wadą tej formy prowadzenia działalności jest uzależnienie jej rozwoju od jednej osoby, oraz trudność w zbudowaniu większej struktury organizacyjnej.

Spółka cywilna

Zawierając umowę spółki wspólnicy zobowiązują się dążyć do osiągnięcia wspólnego celu gospodarczego, w szczególności poprzez wniesienie wkładu. Umowa spółki powinna zostać zawarta na piśmie dla celów dowodowych. Istotą spółki cywilnej jest stałość jej składu osobowego, czyli wystąpienie wspólnika ze Spółki powoduje jej rozwiązanie. Wspólnik nie może rozporządzać udziałem w majątku wspólnym.
1. Spółka nie stanowi samodzielnego podmiotu prawa, podmiotami prawa pozostają wspólnicy spółki cywilnej.
2. Spółka cywilna nie ma własnego mienia – nabywane prawa i zaciągane zobowiązania wchodzą do wspólnego majątku wspólników. Także wspólnicy, nie spółka, prowadzą ewentualne przedsiębiorstwo.
3. Założenie spółki następuje poprzez zawarcie umowy spółki oraz uzyskanie wpisu do ewidencji działalności gospodarczej. Nie jest to skomplikowane, ani drogie.
4. Zaletami tej formy prowadzenia działalności gospodarczej są proste procedury, zaangażowanie wszystkich wspólników.
5. Procedury księgowo-podatkowe są takie same jak przy jednoosobowej działalności gospodarczej.
6. Główną wadą jest osobista odpowiedzialność wspólników za zobowiązania spółki.

Spółka jawna

Spółka jawna jest spółką osobową, której zasady funkcjonowania regulowane są w Kodeksie Spółek Handlowych.
1. Umowa spółki musi być sporządzona w formie pisemnej.
2. Spółka jawna podlega wpisowi do KRS.
3. Brak wymogu posiadania minimalnego kapitału zakładowego.
4. Każdy wspólnik odpowiada za zobowiązania spółki bez ograniczenia całym swoim majątkiem solidarnie z pozostałymi wspólnikami oraz ze spółką.
5. Każdy wspólnik ma prawo i obowiązek prowadzenia spraw spółki jawnej bez dodatkowego wynagrodzenia.
6. Umową spółki albo późniejszą uchwałą wspólników można powierzyć prowadzenia spraw spółki jednemu lub kilku wspólnikom.

Spółka partnerska

1. Spółka partnerska jest spółką osobową prawa handlowego i podlega wpisowi do KRS.
2. Spółka tworzona jest przez wspólników (partnerów) w celu wykonywania wolnego zawodu w spółce prowadzącej przedsiębiorstwo pod własną firmą. Nie można założyć Spółki partmnerskiej w innym celu niż wykonywanie wolnego zawodu.
3. Partnerami w Spółce partnerskiej mogą być tylko osoby fizyczne, wykonujące określone w kodeksie spółek prawa handlowego wolne zawody, np. adwokata, aptekarza, architekta, księgowego, lekarza, pielęgniarki, radcy prawnego, rzecznika patentowego, tłumacza przysięgłego.
4. Specyficzną cechą tej spółki jest możliwość ustanowienia zarządu, identycznego jak w spółce z ograniczoną odpowiedzialnością.

Spółka komandytowa i komandytowo-akcyjna

Spółki te są coraz częściej wykorzystywanymi formami prowadzenia działalności gospodarczej w Polsce.
1. Spółka komandytowa jest to spółka osobową prawa handlowego, mającą na celu prowadzenie przedsiębiorstwa pod własną firmą.
2. Spółka podlega wpisowi do KRS.
2. Umowa spółki musi być sporządzona w formie aktu notarialnego.
3. Za zobowiązania spółki komandytowej wobec wierzycieli odpowiada w sposób nieograniczony co najmniej jeden wspólnik (komplementariusz), może to być Sp. z o.o., a odpowiedzialność co najmniej jednego wspólnika (komandytariusz) jest ograniczona do wysokości określonej w umowie kwoty tzw. sumy komandytowej, może być to osoba fizyczna.
2. W przypadku spółki komandytowo-akcyjnej co najmniej jeden wspólnik jest akcjonariuszem – nie występuje w tej formie komandytariusz.
3. Komplementariusz odpowiada za zobowiązania spółki całym swoim majątkiem oraz reprezentuje spółkę.
4. Akcjonariusz nie odpowiada za zobowiązania spółki.

Spółka z ograniczona odpowiedzialnością

1. Spółka z ograniczoną odpowiedzialnością może być utworzona przez jedną albo więcej osób w każdym celu prawnie dopuszczalnym.
2. Podlega wpisowi do KRS i posiada osobowość prawną.
3. Umowa takiej spółki musi być zawarta w formie aktu notarialnego.
4. Kapitał zakładowy spółki powinien wynosić co najmniej 5.000 złotych.
5. Za zobowiązania spółki odpowiada ona sama – jako osoba prawna – całym swoim majątkiem. Wspólnicy nie odpowiadają za zobowiązania spółki. Za zobowiązania spółki mogą dopowiadać solidarnie członkowie zarządu, ale tylko wtedy, gdy egzekucja przeciwko spółce okaże się bezskuteczna.
6. Spółkę reprezentuje oraz prowadzi jej sprawy zarząd. Do zarządu mogą być powołane osoby spośród wspólników lub spoza ich grona.
7. Do wad prowadzenia działalności w formie Spółki zalicza się stosunkowo skomlikowany sposób rejestracji i koszty założenia około 2.500 zł, dla Spółki z minimalnym kapitałem zakładowym. Czas rejestracji od momentu podpisania umowy spółki do otrzymania NIP może trawać nawet 2 miesiące. Skomplikowany i kosztowny proces likwidacji Sp. z o.o.
8. Konieczność prowadzenie pełnej księgowości.

Spółka akcyjna

Spółka akcyjna to najbardziej złożona forma spółki prawa handlowego. Przeznaczona jest do prowadzenia średnich i dużych przedsiębiorstw. Zawiązać spółkę akcyjną może jedna albo więcej osób.
1. Statut spółki akcyjnej musi być sporządzony w formie aktu notarialnego.
2. Kapitał zakładowy spółki powinien wynosić co najmniej 100.000 złotych. Kapitał zakładowy spółki akcyjnej dzieli się na akcje o równej wartości nominalnej.
3. Za zobowiązania spółki akcyjnej odpowiada spółka całym swoim majątkiem.
4. Spółkę reprezentuje oraz prowadzi jej sprawy zarząd. Członków zarządu powołuje i odwołuje rada nadzorcza, która jednocześnie sprawuje kontrolę nad działalnością zarządu.
5. W Spółce Akcyjnej funkcjonuje także walne zgromadzenie akcjonariuszy.
6. Główną zaletą jest możliwość pozyskiwania kapitału na rynku kapitałowym poprzez emisję akcji czy obligacji.
7. Wadą tej formy prowadzenia działalności są: kosztowny i czasochłonny proces rejestracji. Obowiązek prowadzenia pełnej księgowości.

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