Many researchers believe that the legal capacity and legal capacity of a legal entity appear simultaneously. According to some experts, they arise at the time of registration of the organization. The article will examine in more detail the legal capacity and legal capacity of a legal entity. 
International practice
In civil theory, there are different points of view. For example, a special practice has developed in Germany. In this country, the legal and legal capacity of legal entities (LLC and JSC) do not coincide in time. Legal capacity appears at the time of preliminary registration of the company. At the same time, the legal capacity of a legal entity is spoken of if its state registration as an official organization took place. The same situation is typical for Finland. In this country, legal capacity of legal entities also arises only after establishing official status.
Main elements
The legal capacity of individuals and legal entities includes three main components. They are regulated by law. These include:
- The ability, through the exercise of one’s own actions, to acquire rights and form obligations is transactionability.
- The ability to realize their capabilities and fulfill obligations.
- Ability to be responsible for violations - tort.
In some cases, the ability to provide protection of subjective interests and freedoms from encroachment is called another element.
Existing General Limitations
According to some authors, the legal capacity of a legal entity cannot be incomplete. However, the legislation defines such a concept as the restriction of certain opportunities. So, the governing bodies of the legal entity-debtor are required to obtain the consent of the interim manager, which is expressed in writing, to perform a number of transactions at the stage of observation. These include, in particular, actions related to:
- Acquisition, alienation (or its possibility) of the debtor's property with a book value of more than 5% of the price of assets at the date the observation was introduced.
- Issuing and receiving loans (loans), guarantees and sureties.
- Transfer of debt and assignment of claim.
- Setting trust management property owned by the debtor.
The exception is cases that are expressly provided for by law.
The activities of unitary enterprises
The legal capacity of a legal entity is also limited by the norms of Articles 295-297 of the Civil Code of the Russian Federation, as well as relevant federal laws. In particular, unitary enterprises are of limited legal capacity when disposing of property that they have under the rights of operational management or economic management. These legal entities cannot sell it, rent it out or pledge it, as well as contribute it to the partnership’s charter capital as a contribution or otherwise dispose of it without the consent of the owner. The actions of unitary enterprises should be carried out in accordance with the objectives, subject and boundaries established by the charter. Transactions concluded in violation of this regulation shall be deemed null and void. 
Limitations for state-owned enterprises
The property is managed by these organizations with operational management rights. The legal capacity of a legal entity in this case is even more limited.A government organization may alienate or otherwise dispose of property only after obtaining the consent of the Government of the Russian Federation or an authorized executive body. Such an enterprise may carry out transactions with the approval of the relevant regional state body.
Municipal Organization in order to dispose of property, it must obtain the consent of an authorized instance of territorial self-government. The charter of a state-owned enterprise may provide for the types or size of other transactions, the conclusion of which cannot be performed without the approval of the owner. The legal capacity of a legal entity in this case is manifested in the independent sale of manufactured products (services or work) by it, unless otherwise specified in federal law or other regulatory acts. The organization receives the right to dispose of property, including by agreement with the owner, only in accordance with the goals and subject of the activity, as well as within the framework established by the charter. 
Termination of legal capacity
The legislation defines several provisions governing this issue. In particular, a legal entity cannot be declared legally incapable, as is allowed for citizens. This provision is enshrined in article 29 of the Civil Code. However, along with this in accordance with paragraph 1 of Art. 94 of the Bankruptcy Law, the powers of the manager expire from the date of the establishment of external management.
In general, this means that the civil legal capacity of a legal entity ceases. At the same time, its capabilities are partially preserved. In particular, he retains civil duties and rights (ownership, for example, and others). Nevertheless, it cannot dispose of them and realize it. It is likely that the legal capacity of a legal entity ceases in accordance with the provisions of paragraph 8 of Art. 63 and paragraph 3 of article 49 of the Civil Code of the Russian Federation. This moment coincides with the entry in the Unified State Register of Legal Entities on its liquidation. From the above it follows the conclusion that the legal capacity of legal entities comes from the moment of their official registration. At the same time, it can change: expand, narrow in accordance with the current legislation.
Legal capacity of a legal entity
In Russia, organizations can have a wide range of capabilities and responsibilities. Within the limits of its special legal capacity, a legal entity may conclude transactions and carry out any legal activity, including commercial. Legal entities have the opportunity to act as subjects of property rights, which are provided for in regulatory enactments. Independently or together with other organizations, they can create associations. Legal entities are also entitled to inherit property. But at the same time they cannot bequeath him. The transition to successors is solely due to the reorganization. 
Name of company
A legal entity has the right to take a name. The law establishes special requirements for the name. First of all, it should indicate the legal form of the legal entity. For a non-profit organization, a unitary enterprise, the law establishes a requirement for the nature of the activity to be reflected in the name. The name that a legal entity has is considered to be a company name. It acts as an object of special law, has a personal non-property and absolute character, is subject to mandatory registration.
Other features
A legal entity may have rights to the results of creative (intellectual) activity: patent, copyright and others. Organization may have in use means of individualization services or products. These include, inter alia, the right to a service mark and a trademark, the name of the place of production. An organization may have opportunities that are related to the possession of intangible assets. They are indicated in Art. 150 of the Civil Code of the Russian Federation. These include, among others:
- The right to protect business reputation. This position is enshrined in Art. 152 p. 7.
- The right to compensation for non-pecuniary damage. This provision is established in Art. 1100 h. 4 and Art. 152 p. 7.
A legal entity may have other subjective rights, if they are not directly prohibited by law and do not contradict its special legal capacity. In particular, the organization has the ability to protect information that constitutes a commercial, official or banking secret. This position is established in Art. 139 of the Civil Code of the Russian Federation. 
Separate property
The legal personality has the right to possess such values. Moreover, the law requires the organization to have separate property. It may belong to him by the right of ownership or on the basis of other property law. This position is enshrined in Art. 216 and Art. 48 p. 1 of the Civil Code of the Russian Federation. The sign of such property isolation is very significant for the organization. This is due to the fact that a legal entity acts as a subject of tax, financial, civil law and other relations. Most non-profit and commercial enterprises, including societies and partnerships, production cooperatives, as well as other organizations, except for special institutions, may be property owners. The exception is unitary enterprises (municipal and state). They can use for economic management rights. Also excluded are state-owned enterprises and institutions. They own property with the rights of operational management.
Self-management of values
Legal entities may own property on the basis of property law different from the above. In particular, some types of educational, cultural and other institutions (museums, theaters, educational institutions, and so on) have the ability to independently manage the income received from the implementation of the entrepreneurial (economic) activity permitted by them, as well as property acquired with these funds. This provision is established in Art. 298 p. 2 of the Civil Code of the Russian Federation. Treasury federal enterprises, municipal (state) institutions may possess land plots by the right of unlimited (permanent) use. This position is established in Art. 20 p. 1 of the Land Code of the Russian Federation. 
Important point
It concerns the determination of the content of legal capacity of municipal (state) institutions and enterprises. In particular, the opinion of the famous lawyer Konstantin Kryazhevsky on this issue is not without interest. In accordance with it, the almost absolute exclusion of authority by order for an institution that has property under operational management rights can be considered a significant limitation on the limits of its legal capacity.
