The problem of the legal status of legal entities in Russia is very relevant today. This is due to the continuous growth of a market economy, the modernization of property institutions and the development of new economic forms. Our article will give a detailed description of the main elements of the legal status of a legal entity.
Yur. face in Russia: concept and essence
Legal entities take the most active part in civil circulation. According to article 48 of the Civil Code of the Russian Federation, jur. a person is called an organization that owns separate property and is responsible for its obligations. It is known that such organizations can acquire and exercise property and personal non-property powers, as well as fulfill duties and bear responsibility for them.
The main attributes of any Russian jur. the person will have a stamp, a state registration document and an open current account with a banking organization. However, these are only external elements that give the most general idea of the subject of civil legal relations. And what about the legal status of a legal entity? What features are typical for organizations of the type in question? Firstly, it is a formal unity. A person is considered legal only if he has a charter, constituent documentation and a special provision. All these papers should clearly indicate the goals, objectives of the organization, its essence and structure. Secondly, the organization must have separate property. On it jur. the person is responsible and fulfills his duties. Finally, thirdly, any legal entity must act in civil circulation on its own behalf.
Commercial and non-commercial activities
The concept of the legal status of a legal entity contains a division into commercial and non-commercial activities. According to paragraph 1 of Article 48 of the Civil Code of the Russian Federation, an organization may acquire and exercise on its own behalf property and personal non-property rights. Priority is given to the first or second group of powers. The final status of the legal entity will depend on this. faces.
A commercial organization is understood as a person who sets the goal of extracting the maximum profit from his activities. Such a person has a clearly defined organizational form and company name. All profits are distributed among the participants in the organization, while all members are involved in the management of the legal. face. Business-type organizations can be created in the form of cooperatives, unitary enterprises and partnerships.
Nonprofit legal a person, on the contrary, does not have as his goal profit-making. All earned finances go to charity or organization improvement. As a rule, sports, scientific, educational, cultural and other instances are non-commercial in nature.
How then is the legal status of a legal entity determined? It all depends on the type of activity that the organization implements.
Legal status of a legal entity
Bodies can be classified into three legal groups. So, they can act as subjects of civil, administrative and constitutional law. As subjects of the constitutional sphere of relations, jur. persons have the most general rights and obligations. This, for example, focus on the development of human rights and freedoms, freedom of economic activity and much more. In the Civil Code, the status of legal. persons disclosed a little more.
As subjects of civil legal relations, organizations have legal personality - the most important component of legal status. The legal personality includes the powers, duties, legal guarantees and elements of responsibility of organizations. In many ways, the status of organizations depends on the direction of their activities. Thus, a non-profit institution will be very different from a commercial one - from the formation and implementation of activities to the liquidation order. About the concept of legal capacity is a little more detailed to tell further.
The concept of legal capacity of legal entities
What are the elements of the legal status of legal entities? Specialists in the field of law here refer to powers, duties, responsibilities and guarantees of rights. Of all this, the three most important components of any subject of civil relations are formed: legal capacity, legal capacity and tort. These elements add up to legal personality. How does all this relate to a legal entity?
Article 49 of the Russian Civil Code defines the legal capacity of legal entities. faces. According to the law, legal capacity is the ability to exercise civil rights and bear obligations. This process can be general and special. General legal capacity is the implementation of any duties and powers, which, however, do not contradict current legislation. Special legal capacity is the presence of such rights in a person that are consistent with the goals of his activity and are fixed in law.
All commercial jur. persons have general legal capacity. This is not affected even by the specific type of activity enshrined in the charter. Non-profit organizations are obliged to prescribe in the charter their goals and objectives, on the basis of which legal capacity will be built.
Thus, the legal capacity of organizations as subjects of a civil process is determined by the totality of duties and powers that make up the legal status of a legal entity.
The concept of administrative legal status of legal entities
Having dealt with the constitutional and civil status of organizations, it is worth paying attention to the administrative sphere. What place do legal entities occupy here?
The administrative and legal status of organizations is the totality of duties and powers that are realized through the following actions:
- formation of a management body;
- creation of an organization by decision of the owner or by decision of the labor collective;
- obtaining permission to engage in certain types of activities;
- state registration of the organization in the local government body;
- conducting statistical and accounting reporting;
- determination of the terms of reference of state bodies in relation to a legal entity.
The administrative and legal status of organizations, thus, consists of the presented components. Here you should highlight the main guarantees of rights:
- a ban on government interference in the activities of organizations (except as otherwise provided by law);
- property protection;
- prevention of monopolies;
- ban on inappropriate refusal to register an organization.
For the convenience of applying administrative norms, all organizations are divided into state (federal and regional), municipal (district, city, rural and others), and private.
Thus, the administrative status of organizations regulates security issues and the quality of the implementation of legitimate functions.
Foreign legal entities
The legal status of organizations located abroad is somewhat different from the legal status of domestic legal entities. In this case, private international law plays a significant role - that is, domestic legislation complicated by foreign legal elements.Moreover, the law proceeds from the law of the country in which the organization itself is located. Attention should be paid to the 1993 Convention on Legal Assistance to CIS Countries, which states that the legal capacity of legal entities is determined by the legislation of the organization’s country of trust. Naturally, a foreign legal entity must not violate the norms and rules of the Russian Federation, otherwise sanctions will be imposed on it.
According to Russian laws, foreign organizations are able to make any legal transactions without state permission. This also applies to foreign trade. Moreover, foreign organizations located in Russia have the right to protect their rights in court.
The state is ready to support foreign legal entities that have proven themselves in the global market. With proven organizations, large contracts and transactions may be concluded.
The procedure for the formation of legal faces
The decision to establish an organization is made by the founders. The founder can be one, in this case he makes all decisions individually. A charter is created, which is approved by the state body. The constituent documentation prescribes the terms, methods and procedure for creating a person, as well as the size of the property.
An important step in the process of forming a legal entity is registration with state bodies. The founders submit to the authorities all the necessary documentation, which is carefully checked for violations. As a result, information about the organization is entered into the unified register of legal entities. persons. Registration may also be refused if violations are nevertheless discovered.
What are the constituent documents? Regardless of the type of legal entity, the most important document here is the charter. If it is a partnership, then a foundation agreement will be necessary. The main document of state corporations will be the Federal Law "On State Corporations".
What should the charter of a legal entity contain? Firstly, this is information about the legal form of the court. This includes data on the location of the person, his name, number of founders, etc. Secondly, this is information about the procedure for managing the activities of citizens in the organization.
Thus, the norms on the process of forming an organization constitute an essential part of the legal status of a legal entity.
Reorganization and liquidation of the organization
Legal form faces can be changed in many ways. The first reorganization option is called a merger. In this case, there is a union of two or more organizations into one. The new instance becomes the successor. Original legal entities lose their activities.
The second option is joining. It should not be confused with the merger, although the processes themselves are similar. In the case of accession, rights and obligations are transferred from the person who has ceased activities to another, acting person.
Separation is the third option for transforming an organization. In this case, one legal entity is liquidated, but at the expense of it two or more new instances with initial rights are created. A similar process is isolation. However, in this case, the reorganized person is not liquidated, but only transfers part of its duties and powers to the newly created instances.
The final form of reorganization is transformation. The organization changes its form, and with it the features of its legal status. A legal entity created in place of the original instance takes over only part of the old powers.
Liquidation of legal entities is possible in two ways: by decision of the court and at the request of the founders. A court order is issued in response to a lawsuit by a state, municipal or local authority.The main reasons may be a violation of the law, incorrectly executed documentation, inconsistency of the activities carried out with the goals established by law, etc.
Commercial organizations
Qualitatively familiarize yourself with the legal status of legal entities-entrepreneurs will help the characteristics of each type of commercial organization. It should immediately be noted that all elements of legal capacity may well be applicable to organizations aimed at making a profit. This means that the commercial jur. a person may include property, organizational unity, civil liability and representation in court. All of these criteria apply to partnerships, societies, cooperatives, and unitary enterprises.
Article 66 of the Civil Code of the Russian Federation states that a business partnership is an instance whose property is divided into shares of the founders. All shares comprise the authorized capital. Partnerships can be full and limited (temporary). There are partnerships in faith, the participants of which bear the risk of losses for each other.
Farms may have the legal status of individuals or legal entities. In the first case, a form of individual entrepreneurship is created, which, however, is limited by some limits. The enterprise as a legal entity acts on the basis of the charter and ownership. Members of the organization bear subsidiary responsibility.
Societies are the second type of commercial organization. They can be open, closed and joint-stock. In the latter case, property jur. persons are divided into shares that can be simple and preferred.
Production cooperatives are also called artels. Members of such companies are engaged in the production, processing, marketing of industry and other works on a voluntary basis. For the property of the cooperative, participants bear a common responsibility.
The last commercial authorities are unitary enterprises - state or municipal. Their peculiarity lies in the fact that all property is indivisible, and therefore cannot be divided into units, shares, etc.
Nonprofit Organizations
Organizations whose main purpose is not to make a profit are significantly different from commercial entities. Legal regulation of the status of a legal entity of a non-commercial type is carried out depending on the form and direction of activity.
The most common form of nonprofit organization is a consumer cooperative - an instance based on voluntary membership, created in order to satisfy material or spiritual needs. All earned finances go to improve the organization.
The remaining forms are not similar to each other: these are social and political movements, religious associations, Cossack societies, lawyers and notaries' chambers, small nations, charitable foundations and much more. A feature of all these instances is a non-profit orientation.