The bodies of a legal entity, in accordance with Art. 53 of the Civil Code, exercise its legal capacity. They form and express his will as an independent subject. Consider the types of bodies of a legal entity. 
general characteristics
The bodies of a legal entity carry out not only the administration itself, but also act on behalf of the subject in the property turnover. In other words, the actions of these structures are recognized by the activities of the company itself. They are part of the organization and are not considered independent legal entities. By this, the bodies of a legal entity differ from full partners and representatives. They also act on behalf of the company on its behalf, but are not included in the structure. The powers of representatives and full partners are confirmed by a power of attorney. For legal entities such a document is not required. The types of structures, the formation order, hierarchy, competence and other issues related to the activities of these parts of the company determine its form and membership in non-profit or commercial organizations.
Important point
Please note that:
- Bodies are not considered a mandatory attribute of a legal entity and do not act as a structural feature. In some cases, the organization operates in their absolute absence. Sometimes a company may not have such units, the formation of which is optional.
- In the absence of organs, their functions are performed by a legal entity participant. If the company does not provide for optional units, their tasks are performed by other structures that assume the corresponding duties and rights.
The bodies of a legal entity have a certain competence. It represents a range of issues beyond which they cannot go beyond. That is, the decisions of the bodies of a legal entity are considered legitimate only in relation to the powers entrusted to them. If they are exceeded, certain consequences may occur. In particular, any transaction concluded with such violations may be deemed disputable or void.
Classification
The governing bodies of a legal entity can be sole or collective. The former, for example, include the director (including the general), the chairman of the board, the president, and so on. The collegial bodies of a legal entity are, for example, a board of trustees or a supervisory board, a general meeting, etc. The latter are always formed in corporate companies established on the basis of membership. These include, in particular, unions, public organizations cooperatives, partnerships.
In such cases, the body of a legal entity is only the general meeting of participants. Such structures, however, can also be formed in foundations (boards of trustees), institutions (educational or scientific) that are not related to corporate enterprises. This provision does not apply to the meeting of the labor collective of the organization. This is due to the fact that personnel, acting as employees, do not participate in the formation of the company's property (authorized or other capital). In this regard, they do not have the appropriate authority and cannot influence the formation of the will of the enterprise, in any case, without the direct consent of the participants or founders. 
Functions
The governing bodies of a legal entity are formed to create its will. That is, they are considered "volitional."Structures are also created that act on behalf of the enterprise in front of third parties participating in the property turnover. Such bodies are called “volitional." The first, first of all, include general meetings, collegial institutes. The will formed by them must then be implemented by the relevant executive structures. Along with this, the latter always act as “volitional" units.
Their functions are not limited only to the clear implementation of decisions taken by other bodies of the legal entity. Moreover, in many institutions and in unitary enterprises the sole director (head) acts both as a formative and as a person who realizes the will. In this regard, the law requires that the executive structures of the company carry out their activities reasonably and in good faith, guided by its interests. 
Limitations
The powers of legal entities may, in addition to legislative requirements, be regulated and constituent documents. For example, to complete certain transactions, you must first obtain the consent of the collegial structure or the owner (founder). If these restrictions are provided for in the normative order, their non-compliance leads to the nullity of the concluded contract with third parties, since the latter must know the legislative requirements. So, a unitary enterprise cannot dispose of its own real estate without the consent of the founder-owner. This requirement is present in Art. 295 GK. If certain restrictions are introduced by the Charter of a certain company (for example, the sole body is forbidden to conclude transactions for a certain amount without obtaining prior consent from the collegial body), then contesting the relevant agreements is allowed only if the counterparties know about such prohibitions. 
Education order
Sole bodies of a legal entity or are appointed by the founders (for example, by the owner institutions / unitary enterprises or by an authorized structure), or chosen by the founders / the board or council created by them. Collective structures are elected by or composed of all founders. Issues related to competence, educational procedures and other significant issues are defined in the Charter and legislation.
General rule
In accordance with it, the deputy director, as well as members of the board and collegial structure do not act as bodies of a legal entity. Thus, in a unitary enterprise, the head is considered the sole institution of power. But under the charters of some commercial companies and business companies Speech of deputy directors may be provided on behalf of the enterprise without a power of attorney. 
Tortoise
It represents the responsibility of the bodies of a legal entity, their ability to independently compensate for property damage caused by their actions. Due to the fact that the behavior of authorized structures of the company is considered the activity of the enterprise itself, it is obvious that it should bear this burden. At the same time, the legal entity is also responsible for the actions of its employees, which are performed during the execution of their duties by the latter, as for their own. This provision is established in Art. 1068 Civil Code (Clause 1). This is due to the fact that these actions are performed in compliance with the orders (will) of the legal entity.
Art. 56 GK
It establishes liability for legal entities. All organizations, except institutions, are responsible for their obligations with their own property. This requirement is established in paragraph 1 of this article. In paragraph 3 it is indicated that the participant or the owner of the property is not liable for the obligations of the legal entity and vice versa. Exceptions may be provided in the Civil Code or constituent documentation of the company.The rule regarding property liability for obligations is used in most cases. It applies to all property of the enterprise, including movable and immovable objects, securities, cash, participatory interests and so on.
The responsibility of persons authorized to represent the interests of a legal entity on his behalf and determine his actions, members of collegial structures is established in Art. 53.1 of the Civil Code. In case of violation of certain requirements (legislative or specified in the constituent documentation), punishment is provided depending on the severity of the damage. In case of damage to the company by the legal entities, they are liable for compensation with their own property. However, such unlawful actions, according to the legislation, cannot serve as a basis for declaring their transactions with third parties invalid. 
Constituent documentation
The activities of companies can be carried out after all the necessary information has been transferred to the tax authorities. Legal entities are considered created after their registration. This requirement is contained in Art. 51 GK. The registration authority of legal entities keeps records in accordance with the Federal Law No. 129. According to the general rule, organizations operate on the basis of:
- Charter (with the exception of business partnerships).
- Memorandum of Association.
The charters are approved by the participants. The activities of a business partnership are carried out in accordance with constituent agreements. The general rules on the charter of legal entities apply to them.
