General provisions governing the legal regime of the location and name of a legal entity are contained in article 54 of the Civil Code. Each organization, regardless of any criteria, should have a name. Commercial enterprises must have a company name. According to article 54 of the Civil Code of the Russian Federation, the location of the legal entity and its name must be indicated in the constituent documentation. Let us further consider the basic requirements that apply to this information.
Title
In paragraph 1 of Art. 54 of the Civil Code there is one requirement for the name of a legal entity: it must indicate the legal form. If the law provides for the possibility of the formation of a legal entity type, then the name includes only an indication of the corresponding type.
The name of the non-profit structure should contain information about the nature of its activities. The inclusion in the name of the words "Russia", "Russian Federation" or derivatives thereof is allowed only in cases expressly stipulated by law, decrees of the President, government decrees or by permission granted in the manner determined by the Government.
The names of legal entities may not use the abbreviated or full names of federal state bodies. Exceptions to this rule are established in law, presidential decrees, government decrees. Regulatory acts of the regional authorities may establish the procedure for using the official name of the subjects of the Russian Federation in the names of legal entities.
Location of the legal entity
The charter of the organization must contain information by which it can be identified. Among them, first of all - the name. The location of the legal entity is determined by the address of the location of its executive body, acting constantly.
For most companies (JSC, LLC, ODO, unitary enterprises, NPOs) it is the head (director, general director, manager, etc.). He, unlike the collegial executive structure of the company, acts on an ongoing basis without a power of attorney. Such a rule, in particular, is enshrined in relation to Article 69 of the Federal Law No. 208. As established in Art. 40 of the Federal Law No. 14, the sole body of a legal entity can act on its behalf without a power of attorney, and in the absence of a permanent executive structure, its functions can be transferred to another body. By decision of the meeting, credentials may be granted by agreement to an individual entrepreneur or commercial organization or to persons authorized to act on behalf of the company without a power of attorney (for example, full partnerships).
Explanations of aircraft and YOU
The rulings of the Plenums of the highest courts clarify that in resolving disputes regarding the location of a legal entity , the courts should be guided by the provisions of article 54 and paragraph 2 of article 4 Federal Law No. 14. In accordance with them, the address at which the company is located is determined by the place of its state registration.
At the same time, it should be borne in mind that the Law allows an exception to this rule. The normative act provides that the constituent documentation of the company as the location may indicate the address of the permanent location of management structures or the main place of business.
Living room
The location of a legal entity may be the address at which its head constantly resides. According to part 2 of article 17 of the LC, it is allowed to use housing for professional or entrepreneurial activities by citizens living in it legally, if this does not infringe on the rights and interests of other persons and the requirements that the premises must comply with.
At the same time, when using an apartment or house as non-residential premises under a lease, adverse consequences may arise that are related to taxation. The fee for using the premises, which, on the basis of the Civil Code, cannot be used as an office, is not taken into account when calculating profit tax. In this case, the provisions of Article 252 of the Tax Code are not complied with.
To take into account rental costs when calculating tax, it is necessary that the premises used as an office have the status of non-residential. According to paragraph 3 of paragraph 288 of the Civil Code, the owner has the right to place an enterprise, organization, institution in an object transferred from residential to non-residential. The procedure for changing the status of the premises is established by the LCD.
In a joint Resolution of the Plenums of the Supreme Arbitration Court and the Armed Forces of 1996, it was stated that transactions involving rental, gratuitous or other, not conditional living, use of residential premises that were not transferred to non-residential premises according to the rules enshrined in the Housing Commission, completed after the Civil Code entered into force are deemed unrealizable on the grounds specified in article 168 of the Code.
Other company addresses
They do not have legal significance. To others include, in particular, the postal address.
During state registration of a legal entity, the control body has the right to verify the information present in the application and existing in the constituent documentation. The business entity indicates other addresses independently at its discretion. However, verification of their accuracy is not carried out.
In the framework of both public and private relations, correspondence should be sent to the details from the register .
Payer's duty
According to Article 23 of the Tax Code, if the location is changed, the legal entity must inform the IFTS in writing. Failure to do so entails negative consequences. First of all, the authorized body, having lost reliable information about the location of the legal entity , loses the opportunity to carry out control functions.
In practice, situations are not uncommon when the constituent documentation indicates one address as the location and the other for receiving correspondence. For example, one insurance company indicated Moscow as its location in the charter, and Kazan as its letterhead. This state of affairs misinforms counterparties and supervisory structures. The Ministry of Finance in one of the letters explained that correspondence with insurance organizations should be carried out at the address indicated in the constituent documentation. Other data - notifications of the postal / actual address, details given on the form, other than the information contained in the charter, should not be taken into account.
Why do you need to know the location?
The location of the legal entity is important in determining the place of repayment of obligations, if it is not indicated in the contract or regulation. The corresponding provision is fixed in article 316 of the Civil Code. In addition, there is a general rule for determining jurisdiction: the trial is carried out at the location of the legal entity - the defendant.
As part 4 of Article 121 of the agro-industrial complex establishes, judicial notices are sent to the address indicated by the participant in the dispute, or to the location of the company (its separate division) or to the address of the individual. The location is determined by the address of state registration of a legal entity, unless otherwise provided by law or constituent documentation.
Nuances
The legislation does not require the provision of documents certifying that the executive structure of the company is really located at the specified address. Accordingly, the refusal of the control body to make an entry in the Unified State Register of Legal Entities regarding the fact of registration of the company, whose location according to the documents is the address of the founder, should be recognized as unlawful. Since there are no grounds for refusal, the authorized body must complete the procedure.
The FAS Decree of the Central Authority of 2006 confirms that the legal entity should not attach papers certifying that the property whose address is indicated as the location of the executive body of the company is non-residential in the application for registration at the location . Tax authorities are not entitled to require additional evidence and documents from applicants. Nevertheless, the applicant must be held liable for providing knowingly false information in accordance with applicable law. Similar consequences entail untimely notification by a legal entity of a change of location .
Incorporated data
In the Russian Federation, the State Register of Legal Entities is maintained. It contains information about the formation, reorganization, liquidation of companies, as well as other data about them. The State Register of Legal Entities also contains documents on the basis of which corresponding entries were made.
Incorporated in paper and electronic form. The registry includes information on:
- Full and abbreviated (if any) name of the organization.
- Form of incorporation.
- Location.
- Email address mail.
- The decision to change the legal entity's location.
- The way to create an organization.
- Participants / founders, holders of share registers, par value and shares in capital owned by the company and participants, pledged shares or their parts, about their other burden, about the person managing the share, which is transferred by right of inheritance.
- Originals or copies of constituent documents certified by a notary or information that the subject is acting in accordance with the model charter, approved on the basis of federal law.
- Succession - for legal entities established during the reorganization of other companies, for companies whose constituent documents have been amended due to the reorganization, as well as for those who ceased to work after the reorganization.
- The date of registration of changes in the constituent securities or the date of receipt by the control body of a notice of their introduction.
- The method of termination of the organization.
- The beginning of bankruptcy proceedings carried out in relation to the organization of relevant activities.
- The size of the authorized capital specified in the constituent documentation.
- An entity having the right to act on behalf of the organization without a power of attorney. Name, position and (if available) TIN are indicated.
- Legal entities in liquidation.
- A corporate agreement defining the limits of competencies of the participants of the company, disproportionately to the size of shares in the capital owned by them.
- Corporate agreement establishing restrictions and rules for the alienation of shares.
- Licenses received by a legal entity.
- TIN , reason code and date of registration with the IFTS.
- Branches and representative offices.
- OKVED codes.
- Number, date of registration of the organization in the status of the insured in the territorial unit of the PFR, the executive structure of the FSS.
- Legal entities in a state of reorganization.
- The process of reducing the registered capital.
Brand Name
It acts as a means of individualization of the company.
The brand name is the name of the commercial enterprise, which allows to distinguish it from other participants in the turnover. An exclusive right applies to him, which belongs only to a legal entity and arises upon registration of the latter.
The brand name has the following characteristics:
- Creativity criteria are not necessary.
- The key purpose of the name is to ensure the individualization of the organization.
- It must be unchanging and constant. The name shall be retained in the event of the transfer of an enterprise as an object of property law to another entity, as well as in the alienation of its shares, units, and shares in capital. Changes are allowed only by adjusting the information in the constituent documentation.
- The name should truly characterize the organization.
- The exclusive right to a name is subject to protection from the moment of state registration of the enterprise. In this case, special procedures for registration of the name is not provided.
- The right to a company name is, as a rule, unlimited. It is valid until the date of termination of the organization.
- The right to a company name is acquired only by a legal entity that is commercial.
- A company can have only one name. Each legal entity having the status of a commercial organization may have one full and one abbreviated name.
- The exclusive right to a name cannot act as a subject of a transaction.
Brand Name Requirements
They are fixed in different norms of the Civil Code. According to the law, the company name may not contain abbreviated or full official names:
- foreign countries, words derived from them;
- interstate unions (for example, the CIS);
- intergovernmental, international organizations;
- public associations.
They also prohibit the inclusion of signs that are not consistent with the public interest, the principles of morality and humanity.
The company name of a unitary state-owned enterprise may contain an indication of its belonging to the Russian Federation or to a specific subject of Russia.
Important point
As mentioned above, the use in the company name of the words "Russia", "Russian Federation", as well as derivatives thereof, is allowed with permission. It is issued in the manner determined by the Government. Derivative words include the concept of “Russian” in both Russian and a foreign language in Russian transcription.
The rules for the use of these terms are approved by government decree No. 743 of 2005.
Additional regulatory framework
Brand name requirements are established by a number of federal laws. These include, in particular, the Federal Law "On Banks, Banking", "On Unitary Municipal and State Enterprises", "About AO", "About LLC", "About Production Cooperatives", etc.
In paragraph 3 of article 69 of the Civil Code, there is a requirement that the company name of a full partnership must contain either the names (names) of its participants and the phrase "full partnership", or the name (name) of one / several participants with the words "and company" and " full partnership. " Clause 3 113 of the Code provides that the name of the unitary enterprise must include an indication of the person who owns the property.
According to Article 4 of the Federal Law "On Joint-Stock Companies", an economic entity must have a full and may have an abbreviated name in Russian, as well as a full / abbreviated name in the languages of the peoples of the Russian Federation or in a foreign language. The full name should contain an indication of the type of enterprise (closed or open).
The abbreviated name should include the words "closed (or open) joint-stock company" or the abbreviation "OJSC", "CJSC". The company name of the subject in Russian and the national language of the peoples of Russia may contain foreign language borrowings presented in Russian transcription or transcription of the corresponding languages of the peoples of the Russian Federation. This provision, however, does not apply to terms and abbreviations reflecting the legal type of society.
On the basis of Article 5 of the Federal Law No. 2383-1, the words "commodity exchange" or "exchange" may not be present in the corporate name of a legal entity if it does not meet the requirements of this regulatory act.
Exclusive right
It, in accordance with paragraph 3 of paragraph 1474 of the Civil Code, prohibits the use by one organization of a company name identical to the name of another legal entity or similar to it to the extent of confusion. This rule is valid if these firms conduct similar activities and information about the name of the second entity was included in the register earlier than information about the name of the first.
When implementing this provision in practice, the judiciary should take into account a number of nuances. First of all, you need to take into account that the legislation protects the exclusive right to the name of the organization that was previously included in the Unified State Register of Legal Entities. At the same time, the moment of the beginning of the activity of both companies does not matter.
The request to terminate the use of a company name identical to the name of the copyright holder or similar to it in relation to similar types of activities, as well as to compensate for losses caused by this, may be made exclusively by the copyright holder.
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Conclusion
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