Universal succession is a legal act, as a result of which one entity takes the place of another in all legal relations, except for those in which its participation is unacceptable. In ancient Rome, this institution was applied mainly to property rights. As for the obligation relationship, they were endowed with a purely personal character. Accordingly, with the death of the debtor or creditor, they ceased.
However, due to the development of monetary and commodity circulation in Roman law, both universal and singular succession were fixed. The latter involves the change of entities in individual obligations. Further in the article, we consider the concept of universal succession .
General characteristics of the institute
Universal succession is primarily a tool for determining the fate of material assets in the event of the death of the owner or other unavoidable circumstances. Such a mission was supposed by ancient Roman jurists.
Classification
From the point of view of the subject composition, there are two types of universal succession - this is the transfer of duties and rights to an individual and collective subject. In the first case, we are talking about private property relations. Collective subjects are the state, regions of the Russian Federation, municipalities, organizations, authorities, political parties, etc. The universal succession of legal entities , in turn, can be divided into types depending on the mechanism of its implementation. This may be the transfer of duties and rights during the merger, separation, separation, accession, etc.
Universal Succession Inheritance
Several articles of the Civil Code are devoted to him. Inheritance is the transfer of property and certain non-property obligations and rights of the deceased person to the heirs according to the rules established by law.
The fact of death entails the termination of only those legal relations that were associated with the personal qualities of the testator. First of all, we are talking about non-property obligations and rights. As a rule, they are inalienable, that is, they cannot be transferred to anyone, including in the framework of universal succession. This property of non-property obligations and rights arises from constitutional provisions. For example, we can talk about obligations under a labor contract, copyrights, etc. When inheriting, universal succession does not extend to obligations to pay alimony, compensate for harm, etc.
In the event of the death of the owner, his property rights and obligations pass to the heirs in full, and not in part. That is why the succession is called universal. In this case, the heirs receive the rights and obligations of the testator at the same time. In other words, you cannot accept any specific rights, but refuse some.
Important point
It is worth noting that universal succession in civil law can arise not only in the event of the death of the property owner. The basis for it may be a court order that has entered into force declaring a citizen dead.
This is possible if the fact of a prolonged absence of a person at his place of residence for 5 years is proved. If the subject is missing in circumstances that give reason to believe that he died, then the term is reduced to six months.
Immediacy
Universal succession in civil law does not imply the participation of third parties. This means that the property obligations and rights of the testator pass directly to the heirs without any mediation. This is the way the universal succession differs from the singular one. In the latter case, the successor receives rights or a separate legal opportunity from the heir, and not from the testator. The owner, for example, may oblige his successor to perform a certain action in relation to a person.
Objective and subjective aspects
In an objective sense, inheritance is a set of legal rules governing the process of transfer of property rights and obligations from one subject to another. They are enshrined in the Civil Code of the Russian Federation. Universal succession in the subjective sense represents the right to be the heir and powers after the person accepts the inheritance.
Legal entity reorganization
According to the Civil Code, universal succession is possible with the merger of organizations. In this case, the duties and rights of each legal entity are transferred to the enterprise that has arisen on the basis of a deed of transfer. The same document is the basis for succession when joining one organization to another.
If the reorganization is carried out in the form of separation, duties and rights pass to the newly formed legal entities on the basis of the separation balance sheet. The same document is used to consolidate the succession in the separation of the company from the organization.
The deed of transfer also serves as the basis for the transfer of duties and rights during the transformation of the enterprise. In this case, there is a change in the legal type of legal entity.
Features of the transfer of duties and rights to legal entities
When reorganizing the powers of one enterprise may pass:
- Only to one successor in full. This situation is characteristic of reorganization in the form of transformation, merger, accession.
- In full to several successors in the respective shares. Such a transition is carried out during the division of the enterprise.
- Partially to several or to one successor. This succession is characteristic of reorganization in the form of separation.
Upon the transfer of rights, the fact of registration of a newly created enterprise (or several legal entities) will be of decisive importance. Up to this point, succession is impossible, since a successor has not yet been created.
Reorganization specifics
Upon transformation, division and merger, a pre-existing person ceases to operate. With the separation, in fact, the company is split. At the same time, a legal entity is isolated from its structure, and the enterprise that existed from the beginning continues to operate.
Controversial situations
Separation must be separated from the creation of an organization by establishing it again when a substantial part of the property of the founder is transferred to the established company or the sole founder of the company is a legal entity. Despite the rather obvious difference, in practice there are often cases when entrepreneurs try to blur the line between these forms of creating enterprises. For this, the institution of feigned transactions is often used. The courts, however, reject this approach as unfounded.
Please note that the reorganization, in fact, is not a deal. It is a very complex process involving an act of succession.
Housing law
In practice, difficulties often arise in understanding the content of the normative regulation of universal succession within the framework of housing relations related to the rental of premises.
If the tenant has died or has left the living space, the contract does not terminate, but continues on the same terms. At the same time, one of the entities permanently residing with the original tenant by common agreement of all persons living in this room will act as a tenant. If it is not achieved, all citizens will be recognized as co-tenants.
Universal succession will arise only in the event of the death of the original employer. When a citizen retires, a singular succession will take place. This is due to the fact that on the basis of this legal fact, the replacement of the tenant in all legal relations in which he is involved does not occur.
Legal succession
It can take place in case of a change in the participants in the legal relationship, especially of a binding nature. For example, if in the course of the trial another person, the successor of the plaintiff or defendant, enters the place of one of the participants, procedural succession arises.
In accordance with the law, if the fact of the death or reorganization of one of the parties is ascertained , the court must suspend the proceedings. The resumption of the process is possible upon entry into or involvement in the case of a person to whom the subject of the dispute may pass by right of inheritance. If this is not possible, the production shall be terminated.
Procedural succession may arise as a result of both universal and singular succession. In the latter case, we can talk, for example, about the assignment of claims or transfer of debt.
Key conditions
We can talk about the legal succession only if there is its legal composition during the proceedings. If inheritance occurred before the start of the proceedings, but was not taken into account and was not known to the other party, then the party to the dispute is considered improper and must be replaced.
Meanwhile, both of these procedures are possible if there is one legal fact - the death or reorganization of the defendant / plaintiff. The difference is only in the time of its occurrence.
Determining the subjective limits of the power of a court decision
The court ruling extends to third parties and heirs of participants in proceedings. The parties and successors also have consequences for the implementation of the decision. This situation arises if the inheritance occurred after its removal.
Calculation of the limitation periods
According to general rules, the statute of limitations begins on the date on which the subject found out or should have known that his right had been violated. If we talk about a vindication lawsuit, the starting point will be the day when the owner became or should have become aware of the transfer of the thing to the illegal owner. On this day, the person has the right to make a claim.
The limitation period continues to flow all the time while the object is in someone else's illegal possession of the person, as well as his successors, who received the thing by inheritance or by agreement.
The period of ownership of the previous entity is not added when the thing is transferred to another unlawful owner with a unilateral initial acquisition. In this case, the right to file a claim with the owner reappears. Accordingly, the limitation period begins anew. Such a situation is possible, for example, when abducting or finding a lost object.
The statute of limitations also continues with a change in the obligation. This rule applies to both active and passive participants. First of all, we are talking about cases of transfer of obligations and obligations under the rules of universal succession.
Legal facts
Succession may arise for various reasons. Among the legal facts-grounds can be called various acts of state authorities, transactions, events. Succession may arise in the presence of a combination of reasons. In this case, they speak of a special legal composition.
Among the legal facts, grounds for succession, there are no offenses. In some cases, the transfer of property acts as a mediocre result of the heir committing unlawful actions involving administrative or criminal sanctions. For example, confiscation of material assets is used as a measure of influence for unlawful behavior.
In this case, the transfer of property into state ownership is not considered as a direct consequence of the offense. It is the result of the execution of an act of an authorized body - a court sentence or administrative order.