Being a full-fledged participant in civil interaction, the organization is always endowed with legal capacity and legal capacity. Nevertheless, these qualities have significant differences from similar characteristics, which are fully recognized by law for individuals. From what moment does the legal capacity of a legal entity arise, and what features does the corresponding process entail?
The concept of legal capacity
Civil law of the Russian Federation defines the legal capacity of an organization as its ability to be endowed with civil rights and fulfill the relevant obligations (including responsibility) through specific actions.
The State Code of the Russian Federation says that a legal entity is vested with civil rights and obligations through specific bodies that carry out their type of activity, guided by legislation and constituent documentation. The procedure for the election of these bodies is also determined by law or through constituent documents.
It should be noted that the organization can be endowed with the rights and obligations through the participants, who certainly act in good faith and competently. The legal capacity ( legal capacity) of a legal entity arises from the moment of its registration. This factor is the most important distinguishing feature of organizations from individuals (regarding the aspect under consideration).
The concept of legal capacity of the organization
The legal capacity of a legal entity means its ability to be endowed with specific rights and obligations of a civil nature, which it needs to develop any activity that does not contradict the law.
It should be noted that the civil legal capacity of a legal entity arises from the moment of its formation or after the acquisition of a special document (license). In other words, immediately after registration, the organization is vested with absolute legal capacity. If for some reason the organization is excluded from the unified state register or the license expires, this indicates the termination of the legal capacity of this organization.
It should be noted that the legal capacity of a public association as a legal entity also arises from the moment of registration with state bodies. She is endowed with a dual character. Thus, it can be general (another name - universal) or special (limited). These concepts are discussed in detail below.
The emergence of legal capacity and organization
Legal capacity, as well as legal capacity of a legal entity, arises from the moment of its registration with the relevant body or after the registration of the charter. In fact, this serves as their main distinguishing feature from the legal capacity and legal capacity of an individual.
It is important to note that the literature often uses the concept of “legal capacity” of an organization. It is easy to guess that it appeared precisely because of the simultaneous occurrence of each of the elements of this aggregate. This provision is fully confirmed by paragraph 3 of Article 49 and paragraph 2 of Article 51 of the State Code.
As you know, legal capacity against individuals arises strictly in accordance with the achievement of a specific age, often it depends on the state of health of a citizen. But for legal entities, the difference in the presented categories, as a rule, is absolutely irrelevant.
Varieties of legal capacity of legal entities
As it turned out in the previous chapters, the legal capacity of a legal entity arises from the moment of its registration in the relevant body (or after the registration of the charter). An important aspect of this issue is the existence of a certain classification, which implies the allocation of general and limited legal capacity. The first is often called universal. It gives legal entities a useful opportunity, which consists in the implementation of absolutely all types of activities not prohibited by legislative acts. It should be noted that in this case, the constituent documents of an organization should not contain an exhaustive list of varieties of activities that it is entitled to implement. In other words, the legal entity can carry out absolutely any activity not prohibited by legislative acts.
Special legal capacity of the organization
The limited (special) legal capacity of a legal entity arises from the moment of its registration, but only those organizations for which this legal capacity is established through legislative acts or constituent documentation are vested with it. The main difference between this type of legal capacity is the ability of a legal entity to carry out only strictly defined activities. Important factors here are the social division of labor and the goals that higher authorities prescribe for a particular legal entity.
The system of business management and the principle of legal capacity
The general or special legal capacity of a legal entity arises from the moment of state registration and strictly depends on the system of managing business processes. The principle of a special type of legal capacity determines, as a rule, a centralized economic activity management system.
It is important to note that with the market type of economy inherent in a considerable number of countries of the world, powerful regulation of the legal capacity of an organization as exclusively special does not in any way meet the requirements of the innovative management mechanism. It is for this reason that a legal entity can promote any type of activity that does not conflict with its statutory objectives (goals). In addition, it should not be prohibited by law, which goes without saying.
Exceptions
There are specific types of activities (their list is established by law) that can be carried out by legal entities provided that they have a special permit called a license. Accordingly, we can conclude that the legal capacity of the organization in any case is endowed with a targeted nature, and the goals of activity provided for in its charter, as a rule, are very diverse. For example, foreign trade or scientific research goals of activity may stand next to exclusively production ones.
Such ample opportunities are provided to partnerships and business-type societies, cooperatives, as well as other organizations endowed with commercial characteristics. In addition, the owner of property rights or a person authorized by him can allow certain types of economic activities to be carried out by his own institution that has the characteristics of a non-profit.
Another aspect of the issue suggests that directly legislative acts significantly limit the ability of a number of organizations in terms of management. An example of this is the entrepreneurial activity of certain public associations (political parties).
Licensing of organizations
As noted above, legal capacity and legal capacity of a legal entity arise from the moment of its registration or after receipt of a certain authorization document called a license. It can be submitted to the relevant authority both in paper and in electronic form.
This type of documentation suggests that a particular legal entity fully complies with the licensing requirements for a certain type of activity, which were established by law. Among these requirements, the most important are the following:
- The presence of a particular organization of buildings, premises, equipment and so on.
- The presence of employees with the necessary qualifications for the implementation of a specific nature of the activity.
- The presence of a system of control over production processes and so on.
Bodies and representatives of a legal entity
As it turned out above, the legal capacity of a legal entity arises at the time of its formation, which is timed to registration through state bodies (clause 3 of article 49 and clause 2 of article 51 of the Civil Code). But for full participation in civil turnover, any organization must be endowed not only with legal capacity, but also with legal capacity. Thus, with her own actions, she has the right to receive, form, implement and, of course, fulfill the necessary rights and obligations.
That is why it would be advisable to introduce such a term as a body of a legal entity (an individual is a body of a sole nature, or a group of persons is a body of a collegial nature), which represents the interests of an organization regarding relations with other entities involved in the business process and having certain rights. It is important to note that this body does not have special powers, that is, the process takes place without a power of attorney.