Currently, many different legal entities operate in various sectors of the economy. Citizens jointly or single-handedly open enterprises for the production of work, production, and the provision of services. One of the main tasks of any organization is to make a profit. Consider the concept of a legal entity.
Civil Code of the Russian Federation
The Code contains chapter 4. In paragraph 1 of Art. 48 of the Civil Code of the Russian Federation, the general definition of the concept of "legal entity" is explained. It is an enterprise that has separate property that is responsible for its own obligations. An organization may acquire and exercise rights and obligations on its own behalf, be a defendant and a plaintiff in court. The norm provides a prerequisite that must be met by any legal entity. Art. 48 of the Civil Code of the Russian Federation requires organizations to go through state registration. Information about the enterprise must be present in the register. In paragraph 2 of Art. 48 of the Civil Code of the Russian Federation, it is established that the company is registered in the legal form defined by the Code.
Specificity of Rights
In paragraph 3 of Art. 48 of the Civil Code of the Russian Federation, a distinction is made between state and municipal unitary enterprises / institutions and corporate companies. The former include organizations in respect of property of which the proprietary rights of their founders apply. Accordingly, the second category includes companies whose participants have corporate legal capabilities. The legal status of the Central Bank is established by constitutional provisions and the sectoral law "On the Central Bank".
Art. 48 of the Civil Code of the Russian Federation with comments
Chapter 4 of the Code came into effect a little earlier than most of the provisions of Part 1. In comparison with the legislation of the RSFSR and the Fundamentals of Civil Law of the USSR, the concept of legal entity has not undergone significant changes. At the same time, it is obvious that the diversity and dynamics of civilian turnover radically differ from what it was before. Accordingly, the changes taking place in society affected the formation and operation of various organizational and legal categories of enterprises. The transformations that took place in the state led to a change in civil law. In particular, the list of organizational and legal categories was expanded quite significantly, adjustments were made to the rules on legal personality, types of organizations, and so on. It should be noted that earlier most of the rules relating to legal entities were contained in by-laws. Today, the current provisions are concentrated in federal legal documents, and the key ones are in the Civil Code. Cited in Art. 48 of the Civil Code of the Russian Federation, the definition applies to all organizations, regardless of whether they are commercial or not.
Signs
There are several basic criteria that characterize organizations. Article 48 of the Civil Code of the Russian Federation refers to them when defining this category of economic entities. There are material and legal features of organizations. The first should include:
- External autonomy and internal structural unity.
- Separation of property.
- Governing Unity.
- The general orientation of the actions of all elements of the company.
Legal signs of the organization are:
- The legality of creation.
- The ability to bear responsibilities, have and exercise rights.
Organizational unity
It should be understood as a system of interactions between all divisions that make up the structure of the enterprise among themselves. At the same time, a clear submission to the governing apparatus is established within the organization. Internal structural unity allows the company to act not as a specific set (complex) of elements, but as a whole.
External independence
It is a measure of the independence of a particular organization in its interaction with other entities involved in civil circulation. Moreover, external autonomy is manifested not only in relations with the founders, but also with all other persons.
Separation of property
This sign directly indicates the considered article 48 of the Civil Code of the Russian Federation. As a measure of isolation of material values of the organization acts the right of ownership, operational management or economic management. In general, an enterprise acts as the legal owner of its property. The owners of material assets are, for example, business companies (partnerships, etc.), cooperatives (consumer and industrial type), charitable foundations, religious organizations, and so on.
Treasury municipal, state institutions and enterprises transfer property to operational management. Unitary organizations carry out economic management. When considering the issue of property, it is necessary to note the economic unity inherent in any legal entity. Its essence is that material values belong to the enterprise as a whole, and not separately to its structural divisions. The appropriation of a complex of material values is expressed in the presence of a society’s estimate or independent balance.
Leadership unity
It is expressed in the presence of one supreme governing body. Simply put, a legal entity cannot have dual power. As a rule, the work of an enterprise is organized by a certain system of bodies. It can be, for example, the general director, board of directors, general meeting. Each such structure has a terms of reference. Usually it is wide enough. However, the highest governing body in any case will be one.
Functional unity
It is expressed in the fact that each element of the enterprise (structural unit) implements a special task. The content of the functions is subject to the goals of the formation and operation of the enterprise. A single focus of tasks ensures the achievement of the goal. Functions and goals, as well as other information about the legal entity, are prescribed in the constituent documentation.
Legality of creation
First of all, the tasks and goals of the enterprise should not contradict the current law. Another key condition for legality is the observance of the established order when creating an organization. Art. 48 of the Civil Code of the Russian Federation requires the state registration of the enterprise. The rules for its implementation are regulated by the relevant federal law. When registering, information about the legal entity is entered into the register. It is one for all organizations open in the country. If any significant changes have occurred in the structure of the enterprise, information about this is also made to the USRLE. For example, this rule applies to any form of reorganization, bankruptcy, opening a representative office or branch.
Legal personality
In Art. 48 of the Civil Code of the Russian Federation, another feature of organizations is the ability to take on civil rights and exercise them. In formation, an enterprise is vested with a certain range of rights. The main one is the opportunity to participate in civil relations on one's own behalf. An organization may have its property, dispose of it, enter into transactions, and so on. Together with the rights, the company acquires certain responsibilities. In Art. 48 of the Civil Code of the Russian Federation indicates that the organization may act in court as a defendant. This means that the company bears property responsibility for the obligations assumed. Lenders may present their claims to it within the framework of existing contracts and norms. Along with this, the company may act as a plaintiff. This means that the organization has the right to make claims against its counterparties and demand from them the fulfillment of obligations, as well as compensation for losses incurred.
The nuances of responsibility
The founders of the legal entity or the owner of the property are not liable for the obligations undertaken by the organization. Accordingly, the company is not liable for the debts of participants or the legal owner of material assets. For the latter case, however, exceptions are set. They may be provided for by the legislation or constituent documentation of the company.
Member Rights
The legal capacity of founders may vary in scope. Participants in business companies (partnerships, etc.), members of consumer and production cooperatives have binding rights in relation to the property of these organizations. The founders of municipal / state enterprises have the right of ownership in relation to the material values of these legal entities. The participants in this case are the Moscow Region, regions of the country and the Russian Federation. The ownership of the property also belongs to the founders of the institutions.
Exceptions
It should be noted that the legislation establishes a fairly wide list of legal entities in which their participants do not have either obligation or property rights to property. This type of organization, in particular, should include religious and public associations, unions and associations of enterprises, charitable and other foundations. For example, according to Art. 28, paragraph 2 of the Federal Law No. 95 "On Political Parties", the organization as a whole acts as the owners of the property of these associations, including their regional representative offices. Its members have no rights to material values.
Conclusion
The legislation quite clearly spells out the main provisions relating to legal entities. Particular attention in the norms is given to ownership, responsibility for obligations. Moreover, to ensure the normal operation of the organization, certain conditions must be met. In particular, they relate to the procedure for creating a legal entity, registration of constituent documentation. Key information about the organization is contained in its charter. This document describes the accounting policy, goals, objectives of the enterprise, responsibility and rights of the founders and the entire company as a whole. Any changes to the charter must be recorded. In the process of activity, an enterprise can carry out only those operations that are consistent with established goals. In some cases, a license is required to carry out certain works. The procedure for its receipt is established by the relevant regulatory act. When carrying out licensed activities without permission, the enterprise will be liable under the law.