Today, discussions on scientific topics related to the emergence of a fundamentally new civil law institution called corporate law are being conducted more and more often. It should be noted that the controversy is connected both with the need to form this institution, and with the definition of a number of social relations, called corporate. Therefore, it is advisable to consider the establishment of a company as the basis for the emergence of corporate legal relations. What is the reason for their appearance? What are the nuances of the development of this kind of legal relationship can be identified? Why? You can find answers to these and other equally interesting questions in the process of reading this article.
Category Occurrence
Corporate legal relations today in accordance with the second article of the Civil Code of the Russian Federation are not allocated in the subject relating to civil law regulation. Nevertheless, the draft federal legislative act on the introduction of certain amendments and additions to the Civil Code directly defined the type of legal relationship under consideration as public. In addition, it was found that corporate relations are governed by civil law.
The term "corporation" should be understood as a set of individuals who have united directly to achieve a specific goal. So, a group of individuals is able to form a legal entity. The latter, one way or another, represents a category called "subjects of corporate legal relations."
It must be added that the original associations, which became the basis for the creation of legal entities, were known even in Roman law. In the article below, they are referred to as corporations. The grounds for the emergence of a corporate relationship initially could not exist. Indeed, for a sufficiently long period of time, due attention was not paid to corporations. However, a little later, science identified certain features that distinguish a corporation from other legal entities.
Interestingly, the current civil law of Russia does not provide a definition of a corporation. The corresponding legislative concept does not allow to form an idea of the category in general. In addition, it has significant differences from the opinion on this matter in the scientific doctrine of the modern period. So, the first paragraph of Article 48 of the Civil Code defines the concept and characteristics of legal entities. It follows from this that far from any legal entity has the right to be called a corporation.
The concept of corporate relations
Today, both in theory and in legislation, a universal definition of corporate legal relations has not been developed, which is argued above for very significant reasons. In the Soviet dictionary of an encyclopedic nature, a corporation is understood as “a certain union, association, society”, and “the totality of individuals who united to achieve a specific goal or common interests is considered a legal entity”. It is necessary to add that some features of the latter were formed precisely thanks to the construction of Roman law and, of course, to ancient Roman lawyers.
An interest directly in the theory of corporate legal relations appears already during the implementation of the final codification of civil law and economic reforms (Lomakin, “Corporate Legal Relations”). As it turned out, due to this codification, special legislative acts were adopted.They primarily regulated the status of corporations, which, one way or another, belonged to individual varieties. The concept of "corporation" is enshrined in the federal legislative act dated 12.01.1996 "On non-profit organizations" in relation to the definition of its position in the category of law of a state corporation as a specific form of non-profit organization.
Corporate civil legal relations are nothing more than a system of relations that develop between the shareholders (participants of the organization) and the separate management (management) apparatus. In addition, the category in question can be defined as the relationship between the administrative apparatus and other interested individuals of this organization (partners, employees, government bodies, and so on). The content of the corporate legal relationship also lies in the fact that the corresponding system is the result of a compromise of the interests of management, the association itself, as well as its participants.
The essence of corporate relations
The type of legal relationship considered in the article is organizational in nature. The corresponding concept was put forward by Krasavchikov October Alekseevich. In the process of separation of organizational relations, he revealed their official position in relation to basic property relations and determined their specific function, which consists in streamlining property relations.
In a different sense, corporate legal relations as property relations are initially property relations that fix specific forms in terms of assigning property complexes. The latter are characterized by a plurality of subjective rights. One way or another, they are considered official regarding the basic property relations. In addition, this property has a specific function, consisting, as mentioned above, in streamlining the relevant relations (Lomakin, "Corporate Legal Relations").
Corporate relations as property relations are initially property relations. They fix specific forms in terms of appropriation of property. Moreover, an interesting feature of corporate legal relations lies in the multiplicity of subjective composition.
additional information
It is important to note that property relations as a specific aspect of corporate relations cannot be realized without organizational relations. That is why corporate legal relations should be considered in conjunction. The latter, as it turned out, consists of property and related non-property (organizational) relations. By the way, corporate relations can also be defined as mixed property and organization.
The establishment of a society as a prerequisite for the emergence of corporate legal relations ensures that all current opinions regarding their understanding are endowed with an absolute right to exist. Why? The fact is that each definition of this concept takes a specific attribute as a basis, but corporate relations themselves can be classified in accordance with these criteria.
Within any corporation, an organized system of relations is formed that ensures its functioning as a single system with a common goal or common interest (D. Lomakin, “Corporate Legal Relations”). Corporate relations should initially be understood as relations directly within a corporation between different groups of its participants. In addition, such relationships may arise between entities and professional management, or between management and directors.
Subjects and objects of legal relations
The objects of corporate legal relations are nothing more than relations regarding the ownership of an internal business organization. For example, property relations between members of the association (founders). So, they can discuss the issue of shares of joint capital. The objects of corporate legal relations are distinguished by the fact that they play a certain behavior of the subjects and, of course, the corresponding consequences. In most cases, as a result of a specific orientation of behavior on the part of the subject of corporate relations, a fact of a legal nature is formed. As a rule, it has some legal consequences for the subject.
The subjects of corporate legal relations are nothing but the subjects of certain relations that are endowed with specific rights and obligations. It is important to note that today corporate relations are regulated through the constituent documents of corporations and civil law standards. They exist only between the corporation and its founders during the period of membership of a participant in a legal entity.
Features of corporate legal relations
In this chapter, it will be advisable to consider the main characteristics of corporate legal relations, among which the following points:
- Corporate legal relations are protected through a certain state influence. They are endowed with a strong-willed character, that is, the legal relationship in one way or another expresses the will characteristic of the participants in these relations, as well as the state will for a similar reason.
- Corporate relations are endowed with a specific character. In other words, they are in any case a relationship between two or more subjects of non-abstract nature.
- Corporate legal relations may entail specific legal consequences directly for its participants.
- The legal relationship in question is civil in nature. This is precisely what predetermines the methods for regulating these relations.
Types of corporate legal relations
Today, the classification of corporate relations is carried out in accordance with two criteria. Among them are the subjects of legal relations and the composition of their participants. So, depending on the actors it is customary to distinguish the following types of legal relations:
- Relative legal relations take place when the definition of subjects is quite clear, therefore legal relations can be individualized. In accordance with this provision, several specific entities are identified that have certain rights and obligations in terms of each other.
- Absolute legal relations, one way or another, imply the definition of a single entity, called the subject of corporate legal relations. Thus, he is vested with specific rights (or the sole right) in relation to a circle of persons that is not precisely defined.
Depending on the composition of the participants, it is customary to distinguish the following types of legal relations of a corporate nature:
- Simple legal relations, in accordance with which there are two entities.
- Complicated legal relations, in accordance with which there are more than two entities.
It is important to note that the most important feature of corporate legal relations (as well as legal relations in the general sense of this concept) is the possibility of their occurrence only if there are specific reasons. Therefore, for the implementation of a legal relationship in a corporation, it is necessary and necessary to have two components: material (relations of a public nature) and legal (standards of Russian corporate law that govern relations of a public orientation).
Principle and methodology of corporate law
Under the principle of corporate law should be considered primarily the principle of dispositivity. In accordance with it, most issues are directly regulated by participants in corporate relations (to the extent that does not contradict the law). It should be noted that modern scholars distinguish two methods of corporate law. The empirical method allows the use of judicial precedents. The theoretical method contributes to the implementation of theoretical research in the field of substantive law.
Additional classification
In addition to those presented above, there are other classifications in terms of the issue under consideration. So, depending on the goals of forming a corporation, the following types of corporate relations are distinguished:
- Relations in corporations created for profit. These include relations of a corporate nature in entrepreneurial activity or relations of a commercial type.
- Relations in corporations created for various purposes, but not for profit. These include mainly relations in non-profit organizations.
In accordance with the subject of corporation, the following types of corporate relations are distinguished:
- Financial and economic legal relations are property corporate relations. A striking example of this is the corporation of property or corporate relations, which are based on the relationship of property. In this case, it is customary to consider the participation system as ownership of shares (stakes) in the authorized capital of the organization.
- Non-financial legal relations are non-property corporate relations. This should include family (kinship, contractual or administrative-directive relations in the corporation).
In addition, modern scientists distinguish two types of corporate legal relations, depending on the nature of their design:
- Corporate legal relations with official legal registration. This should include corporate forms of economic activity (societies, associations, partnerships and other structures stipulated by the legislation of the Russian Federation), as well as family relations.
- Corporate legal relations without formal legal registration. As a rule, these are friendly teams.
What else?
Today, the introduction of additional classifications of these relations is very relevant in terms of the goals of a deep scientific study of the issue of corporate legal relations. So, in accordance with the initiative of participation, corporate legal relations on a voluntary basis and corporate legal relations on a compulsory basis are distinguished. By the nature of participation, the following types of relations are distinguished:
- Incomplete form of participation, in accordance with which there is a category of predominance (for example, ownership or the interests of one participant over another). In other words, in this case, the participation of one group of subjects of corporate legal relations is limited in comparison with another.
- A full form of participation, according to which the situation of all participants in corporate legal relations is almost equal. It is important to add that equality here is a conditional concept.
In accordance with the form of participation in corporate legal relations, the following types are distinguished:
- Participation in legal relations with the right to vote (within their own share) of shareholders (participants in corporate relations) related to participation in the management of economic activities of an organization or group of associations of a corporate nature.
- Participation in legal relations without the right to vote of individual shareholders related to participation in the management of economic activity of an organization or group of associations of a corporate nature.
In accordance with the qualitative composition of participants in corporate relations, the following types are distinguished:
- Corporate legal relations in which the following categories take part: YL - YL, YL - FL, FL - FL.
- State legal relations.
- Mixed legal relations in which the following categories take part: state - legal entity, state - legal entity, state - legal entity, legal entity.