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12.12.2019

The concept of corporate and unitary organization. Commercial unitary legal entities

The concept of a corporate organization (corporation) in accordance with the Civil Code of the Russian Federation

The legal concept of a corporation (or corporate organization) was introduced into the Civil Code of the Russian Federation by Federal Law No. 99-FZ dated May 5, 2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid”. While maintaining division legal entities into commercial and non-profit organizations (Article 50 of the Civil Code of the Russian Federation), a division of legal entities into corporate and unitary ones is introduced (Article 65.1 of the Civil Code of the Russian Federation).

Corporate legal entities (corporations) are legal entities whose founders (participants) have the right to participate (membership) in them and form their supreme body in accordance with and. 1 st. 65.3 of the Civil Code of the Russian Federation.

An analysis of the norms of the Civil Code of the Russian Federation allows us to identify the following features of corporate organizations.

The corporation is characterized by common purpose (general interest), to achieve which the participants combine their efforts. It is important that it (interest) does not contain an opposite interest, i.e. the intended benefits must be general meaning for all participants, to serve the interests of all participants.

With the complication of economic, managerial relations in the association of participants (members), while maintaining a common interest, the interests of individual participants in the association begin to manifest themselves to a greater extent, which may not coincide with both the interests of the corporation itself and the interests of its other participants. Such a state of affairs, such an objective situation exists conflict of interest, the essence of which is not in the very fact of violation of corporate interest in favor of an individual or group, but in the possibility of a situation arising when the question arises of choosing between the interests of the corporation as a whole and other interests of the individual.

Paying attention to the need to achieve a balance of interests of participants corporate relations, the Constitutional Court of the Russian Federation in the Ruling of 03.07.2007 No. 681-O-P noted the following: “Since in the process entrepreneurial activity joint-stock company the interests of creditors and shareholders, shareholders and management, shareholders - owners of large blocks of shares and minority shareholders may collide, one of the main tasks of the legislation on joint-stock companies is to ensure a balance of their legitimate interests ... ".

The corporation is a legal entity those. an organization that has separate property and is liable for its obligations, can acquire and exercise civil rights and bear civil obligations on its own behalf, be a plaintiff and defendant in court (Article 48 of the Civil Code of the Russian Federation).

A corporation is characterized by the separation of the property of the corporation itself from the property of its members. For the simple, very first organizational and legal forms of corporations, for example, for general partnerships, which, under the laws of some states, are not legal entities, such property separation is not expressed, since the property belongs to the participants on the basis of common shared ownership. For higher organizational legal forms corporations - joint-stock companies - the separation of property is absolute.

Corporate organizations are the owners of property created at the expense of contributions (shares, shares) of the founders (participants), membership and other contributions to property, therefore, a mandatory sign of a corporation is making contributions by founders (participants) to the property of a corporation (payment for shares or, membership dues).

As the owner of your property, corporate organizations are liable for their obligations with all their property. As corporate organizations develop, the general responsibility of the participants for the obligations of the association passes into the personal responsibility of the association for its obligations. If in a simple partnership the participants are jointly and severally liable with their property for the obligations of the partnership, then in a joint-stock company the shareholders are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.

Civil law establishes the principle of mutual irresponsibility of the state and corporate organizations: the state is not liable for the obligations of the corporation, just as the corporation is not liable for the obligations of the state.

Another general principle is that the founders (participants) of corporate organizations are not liable for the obligations of organizations, and the latter are not liable for the obligations of the founder (participant) (Article 56 of the Civil Code of the Russian Federation).

Cases when participants (founders) bear, in addition to losses, also subsidiary liability for the obligations of a corporate organization, are provided for by the Civil Code of the Russian Federation and federal laws. So, subsidiary liability is established for general partners for the obligations of a full partnership (Article 75 of the Civil Code of the Russian Federation), for members of production cooperatives - for the obligations of a cooperative (Article 106.1 of the Civil Code of the Russian Federation); members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative (Article 123.3 of the Civil Code of the Russian Federation).

For corporate organizations participants have corporate (membership) rights, which consist, as a rule, in the right to take part in the management of the organization's affairs, receive part of the distributed profit (dividend) or use the services of a corporation, receive part of the property upon liquidation of the organization after settlements with creditors.

Participants (members) of the corporation participate in the formation of the supreme governing body of the corporation - general meeting of participants, unless otherwise provided by Art. 65.3 of the Civil Code of the Russian Federation. As it develops from simple forms entrepreneurial associations to higher forms, the common affairs of its members pass into the personal affairs of the association, which differ from the affairs of its members. In a general partnership, each participant has the right to act on behalf of the partnership, if founding agreement it is not established that all its participants conduct business jointly or that individual participants are entrusted with the conduct of business; in a joint-stock company, the affairs of the company are conducted by professional managers who may not be shareholders of this company.

As business associations develop, business management is separated from the personal will of its participants. If in simple forms of an entrepreneurial association, for example, in a general partnership, management of activities is usually carried out by common consent of all participants, then in higher forms - joint-stock companies - management is carried out by separate and specially created bodies, the will and interests of which may not coincide with the will and interests of the participants. associations.

Types of corporations. Corporate organizations can be commercial or non-commercial.

TO commercial corporate organizations relate:

  • business partnerships and society;
  • peasant (farm) farms;
  • business partnerships;
  • production cooperatives.

Non-profit corporate organizations do not pursue profit making as the main goal of their activities and do not distribute the profit received among the participants. These organizations include:

  • consumer cooperatives;
  • public organizations;
  • social movements;
  • associations (unions);
  • notary chambers;
  • associations of property owners;
  • Cossack societies included in State Register Cossack societies in the Russian Federation;
  • communities of indigenous peoples of Russia;
  • bar associations;
  • legal entities that are legal entities.

Along with the division of corporations into commercial and non-commercial

it seems possible to divide them into personal corporate organizations and capital corporate organizations. Nonprofit corporations are personal. Commercial corporations can be both personal and capital.

For personal corporations the following features are characteristic:

  • 1) the existence of a personal association depends on the members of such an association and is inextricably linked with the personality of the participants (members). So, in a full partnership, the death of a comrade may lead to the termination of the partnership (Article 76 of the Civil Code of the Russian Federation). For personal corporations, the law establishes the required minimum number of members. For example, for an institution production cooperative a minimum of five members is required; for the establishment public organization A minimum of three founders is required. In nonprofit corporations that are personal, membership is inalienable;
  • 2) a personal association is based on a common interest that coincides with the individual interests of the participants in such an association. In principle, personal associations are conflict-free. If a member of a personal association does not act in accordance with the interests of the association, he may be expelled by decision of the other participants. The possibility of exclusion is established for partnerships, and for production cooperatives, as well as for some non-profit corporations (for example, associations). Moreover, in relation to general partners, the legislation establishes a rule on “prohibition of competition”: a participant in a general partnership is not entitled, without the consent of the other participants, to make transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that are the subject of the partnership. If this rule is violated, the partnership has the right, at its choice, to demand from such a participant compensation for the losses caused to the partnership or the transfer to the partnership of all the benefits acquired from such transactions (Article 73 of the Civil Code of the Russian Federation);
  • 3) personal associations are characterized by the absence of a professional management apparatus, isolated from the participants (members) themselves. In personal corporations, either there is no separate management apparatus (for example, in partnerships), or the management bodies are formed exclusively from the members of such a corporation. Thus, in production cooperatives, the governing bodies consist exclusively of members of the cooperative itself. The governing bodies of non-profit corporations are also formed only from the members of the corporation;
  • 4) participants in a personal association are liable for the obligations of such an association if such liability is provided for by the Civil Code of the Russian Federation and laws on corporations. For example, in a full partnership, the participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership; members of a production cooperative bear subsidiary liability in the amount provided for by law and the charter of the cooperative; members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative;
  • 5) for participants in a personal corporation, it is assumed as personal participation (the obligation to participate by one’s own labor), and property participation (making certain property contributions) ^

The development of commercial corporate organizations proceeded from simple forms to more complex, higher forms, namely from contractual partnerships. (societas)- personal associations - to capital associations - joint-stock companies.

Historically, the first forms of business associations are personal associations, or associations of persons that exist in the forms of a general partnership and a limited partnership (limited partnership), as well as in the form of a production cooperative.

IN full partnership a sufficient legal connection with the participants is retained, which does not allow recognizing the rights of an independent entity for a general partnership. Therefore, general partnerships under the laws of Germany, the USA, England are not legal entities. M. I. Kulagin called such partnerships truncated legal entities.

A full partnership, of course, can be considered precisely as an association, since the “general” is formed in it at the expense of the “personal”, without suppressing it. In other words, in a general partnership, the “general” exists only by virtue of the presence of the “personal”, but, relying on this force, it is a vivid example of the “general”.

IN limited partnership (limited partnership)- also a combination of persons - along with general partners who are liable with all their property, there are limited partners who are responsible only for a certain contribution and do not participate in the general affairs of the partnership. In other words, in such a partnership, there is an isolation of a part of the participants from the entrepreneurial association itself. Personal participation is assumed on the side of the full comrades, the capitalist element is represented by the limited partners, "whose personal indifference is assumed."

Almost all legislations know such a form of business association as cooperatives(in Russian pre-revolutionary legislation - artel associations). This is “the connection of persons with the aim of achieving some economic goal by joint work. Personal participation is necessary condition this form. The capitalist element plays a completely secondary role.

Cooperatives are characterized by self-government, in other words, only members of the cooperative participate in the management of its affairs, therefore, there is no separation of management from the members of the cooperative.

Capital corporate organizations are joint-stock companies. It is this organizational and legal form of doing business that acts “as the most complete, consistent embodiment of the institution of a legal entity. Some bourgeois authors even go so far as to identify a legal entity and a joint-stock company.

Society (limited partnership) known to foreign states belonging to the continental legal family. Some US state laws also have laws on such societies.

A limited liability company (hereinafter - LLC, company) is the only one of the business associations that arose not due to objective economic development, but due to a legislative establishment, which, of course, proceeded from the requirements of the economy. The appearance of this form in Germany was due to the fact that entrepreneurs were not satisfied with the existence of only two diametrically opposed forms of business associations, namely a general partnership (representing the personal principle of the participant) and a joint-stock company (representing the capitalist principle). Entrepreneurs demanded from the legislator the development of such a form of entrepreneurial association, which, in the status of a participant, would combine both personal interest in the activities of the association, and a capitalist element. German lawyers have chosen the path of modifying the construction of a "joint stock company" through the introduction of the personal principle of the participants into it. The Law on Limited Liability Companies came into force in 1892. Subsequently given form was accepted by the legislators of other states of the world.

Ya. I. Funk, analyzing the appearance of an LLC as a modification of the “joint stock company” design, comes to the conclusion that an LLC from the point of view of its legal nature can be considered as a kind of joint stock company. A number of specialists (S. D. Mogilevsky, I. S. Shitkina, V. V. Dolinskaya) classify LLCs as corporations or corporate-type organizations. According to V. S. Belykh, LLC should be considered as an intermediate form between a joint-stock company and a personal association.

A member of an LLC does not lose contact with society, in other words, there is a personal element in the LLC. The existence of an LLC depends to some extent on the members. In this form of entrepreneurial association, the limited liability company itself no longer coincides in many respects with the participants in the company, but cannot completely break with it. As a result of this, we can say that in this form of association people interact with each other and their business association. At the same time, the emphasis, of course, should be placed on the relationship of people regarding their association, given the presence of a certain will of people aimed at property. Based on this, LLC occupies an intermediate position between personal associations and a capital association - a joint-stock company.

The highest form of an entrepreneurial association, which is based not only and not so much on a person, but primarily on property (capital), is Joint-Stock Company.“The personal participation of the members of such a union is not expected. This form of union is the highest expression of the capitalist element.

If at the initial stages the combination of persons really mattered, then later the combination of capital acquires significance. A person, having created an entrepreneurial association and separating part of his property from himself, in the first forms of such an association is still completely distinguishable and even dominates such an association, but after passing the peak of such an association (general partnership), less and less of its influence on the entrepreneurial association is already observed; finally, in a JSC, the individuals involved in its creation are practically indistinguishable, not personal communication, but communication of property comes to the fore, as a result of which there is no legal connection between the participants of the joint-stock company, but there is only a separated and united by them (or only a separated , if the participant is one) property .

The concept of a joint-stock company must be considered based solely on the concept of "property", which was isolated by separation and merger (or only separation). By virtue of this, a joint-stock company cannot be created without property, cannot exist without it, and in case of loss of property it is subject to liquidation.

The concept of corporate legal entities is known to the legislation of all developed countries. Such a division makes it possible to regulate in a general way not only the management structure and status (competence) of the bodies of corporate commercial and non-profit organizations, but also a number of their internal relations that cause disputes in practice (the possibility of challenging decisions of general meetings and other collegiate bodies, the conditions for withdrawal or exclusion from number of participants, etc.). The allocation of corporations as a special type of legal entities made it possible to fix directly in GC general norms concerning the status (rights and obligations) of both the corporations themselves and their members. It should be noted that there is no similar "general part" relating to unitary legal entities in the Civil Code.

GC As one of the new classification criteria for the division of legal entities, the Russian Federation proposes the division of legal entities into legal entities of a corporate type, based on the principles of membership (corporations) and non-corporate (unitary). The right of membership in the Civil Code of the Russian Federation is understood as the right of participants in a legal entity to participate in the management of corporations. Corporations include all commercial legal entities, with the exception of unitary enterprises.

In the theory and practice of developed countries, general ideas about corporate and unitary legal entities. Thus, a corporation (from Latin corporatio - association) is defined as a set of persons united to achieve common goals, carry out joint activities and form an independent subject of law - a legal entity.

Unitary (from lat. unitus - united, single) is recognized commercial organization not endowed with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the organization.

Thus, in relation to all corporations (including non-commercial ones), uniform rights of their participants and uniform rules for managing them are established. Corporations are opposed to unitary legal entities whose founders do not become their participants and do not acquire membership rights in them. In addition, their authorized capital is not divided into parts.

Both commercial and non-commercial organizations, both business companies and partnerships, can be corporate. The fact that corporate organizations also include non-profit organizations speaks of the influence of the European corporate law on Russian law (in Anglo-American law, as you know, only business corporations are considered corporations - analogues business companies).

The supreme body of the corporation in accordance with Art. 65.3 The CC is the general meeting of its members. In non-profit corporations and production cooperatives with more than one hundred members, the highest body may be a congress, conference or other representative (collegiate) body determined by their charters in accordance with the law. The competence of this body and the procedure for making decisions by it are determined in accordance with the Civil Code law and the charter of the corporation.

As noted in the literature, the structure of the bodies of business companies as corporate organizations in the new Civil Code as a whole remained the same: a meeting of shareholders (participants) as the highest body of the company, a supervisory board (or other board). At the same time, in the logic of the legislator, the supervisory board is increasingly acquiring the functions of a shareholder control body. Yes, in paragraph 4 of Art. 65.3 The Civil Code of the Russian Federation directly states that this collegial body controls the activities of the executive bodies of the corporation and performs other functions assigned to it by law or the charter of the corporation. It is important to emphasize the following restriction on membership in supervisory boards: persons exercising the powers of the sole executive bodies of corporations and members of their collegial executive bodies cannot make up more than one quarter of the composition of the collegial management bodies of corporations and be their chairmen. Idea project of the law on amendments to the Civil Code of the Russian Federation N 47538-6, adopted in the first reading on April 27, 2012, on the prohibition of membership in the supervisory board of a person exercising the powers of the sole executive body, did not pass, which seems to be generally correct for medium-sized businesses, where shareholders (participants) often perform the functions of the sole executive body *(20) .

In any corporation, the exclusive competence of the supreme body of the corporation includes:

determination of priority areas of the corporation's activities, principles of formation and use of its property;

approval and amendment of the charter of the corporation;

determining the procedure for admission to the membership of the corporation and exclusion from the number of its participants, unless such procedure is determined by law;

formation of other bodies of the corporation and early termination of their powers, if the charter of the corporation in accordance with the law does not refer this authority to the competence of other collegiate bodies of the corporation;

approval of annual reports and accounting (financial) statements of the corporation, if the charter of the corporation, in accordance with the law, this authority is not assigned to the competence of other collegiate bodies of the corporation;

making decisions on the creation of other legal entities by the corporation, on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation, except in cases where the charter of a business company in accordance with the laws on business companies, the adoption of such decisions on these issues is within the competence other collegiate bodies of the corporation;

making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

election of the audit commission (auditor) and appointment of an audit organization or an individual auditor of the corporation.

The law and the founding document of a corporation may include the resolution of other issues within the exclusive competence of its supreme body. The last provision is important, since earlier the competence of the general meeting of shareholders had to strictly correspond to what is written in Art. 48 Federal Law "On joint-stock companies". Thus, it was impossible to go beyond it.

In addition to the supreme body, the corporation creates a sole executive body (director, CEO, chairman, etc.), and in cases provided for GC, other law or charter of the corporation - a collegial executive body (management board, directorate, etc.), as well as another collegial body accountable to the supreme body of the corporation. Their competence includes the solution of all issues, except for those that are within the exclusive competence of the general meeting. In addition, along with the above-mentioned bodies, a council controlling the activities of these bodies can be formed in it.

Members of the collegial management body of the corporation have the right to receive information about the activities of the corporation and get acquainted with its accounting and other documentation, demand compensation for losses caused to the corporation ( article 53.1), dispute the transactions made by the corporation on the grounds provided for by article 174 Civil Code or laws on corporations of certain organizational and legal forms, and demand the application of the consequences of their invalidity, as well as demand the application of the consequences of the invalidity of void corporation transactions in the manner prescribed by paragraph 2 of article 65.2 GK.

It is important to note that the charter of a corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other ( paragraph three of paragraph 1 of article 53). Both an individual and a legal entity may act as the sole executive body of a corporation.

In the cases stipulated GC, another law or the charter of the corporation, a collegial executive body (board, directorate, etc.) is formed in the corporation.

The introduction of the specified articles creates the basis for the emergence of special relations between the members of the corporation, as well as between the corporation itself and its members. These relationships are called corporate. The very appearance of corporate legal entities can be considered as a development of the general provision of the new edition Art. 2 Civil Code of the Russian Federation on corporate relations as an independent component of the subject of civil law regulation.

The special role of corporate relations is mentioned in paragraph 1 of Art. 2 Civil Code, which established that civil law regulates relations related to participation in corporate organizations or their management (corporate relations). The need for a separate mention of corporate relations as a component of the subject of civil law is due to the fact that corporate legal relations are a special group of relations. These are legal relations between a corporation and its participants, different from legal obligations, the content of which is reduced to providing the participants of the corporation with the legally secured opportunity to manage the affairs of the corporation in any form and participate in the property results of its activities. Consequently, the object of corporate relations is participation in the corporation itself.

Important are the provisions paragraph 2 of Art. 65.1 The Civil Code, according to which, in connection with participation in a corporate organization, its participants acquire corporate (membership) rights and obligations in relation to the legal entity they have created, with the exception of cases provided for by the Civil Code. These rights, in accordance with Art. 65.2 The GCs are as follows:

participate in the management of a corporation (with the exception of business partnerships, which have a special management procedure)

in cases and in the manner prescribed by law and the constituent document of the corporation, to receive information about the activities of the corporation and get acquainted with its accounting and other documentation;

appeal against the decisions of the bodies of the corporation, entailing civil law consequences, in cases and in the manner prescribed by law;

claim, acting on behalf of a corporation ( article 182, paragraph 1), compensation for losses caused to the corporation ( article 53.1);

challenge, acting on behalf of a corporation ( article 182, paragraph 1), transactions made by it on the grounds provided for article 174 of this Code or the laws on corporations of certain organizational and legal forms, and require the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of void corporation transactions.

Members of a corporation may also have other rights provided for by law or the founding document of the corporation.

Particular attention should be paid to the right of a member of any corporation to appeal against decisions of its bodies that entail civil law consequences (that is, not related to relations that go beyond civil law relations (for example, decisions of bodies of public organizations regarding their main field of activity), as well as its right to demand compensation for losses caused to the corporation by persons authorized to act on its behalf, or by members of its collegiate bodies, or by persons who actually determine its actions.This right establishes a mechanism for applying the rules provided for Art. 53.1 The Civil Code of the Russian Federation, which proclaims the responsibility of the listed persons for losses caused by them to a legal entity.

One of the unsettled issues is the above-mentioned right of a corporation member to information about the corporation's activities (familiarization with the minutes of general meetings, accounting documents, etc.). It seems that this right should belong to any member of any corporation, regardless of the size of his contribution to the capital of the corporation, however, as indicated above, this should be specifically stipulated in the charter of the corporation or should be specifically provided for by law. However, the legislator limited this right to cases and procedures established by law or the charter. Thus, it is quite possible that the charter will state that only those participants who have a certain number of shares have the right to information.

Obligations of a member of a corporation in accordance with paragraph 4 of Art. 65.2 The GCs are as follows:

participate in the formation of the property of the corporation in the required amount in the manner, manner and within the time limits provided for by this Code, other law or the constituent document of a corporation;

not to disclose confidential information about the activities of the corporation;

participate in the adoption of corporate decisions, without which the corporation cannot continue its activities in accordance with the law, if its participation is necessary for the adoption of such decisions;

not to take actions knowingly aimed at causing harm to the corporation;

not to take actions (inaction) that significantly impede or make it impossible to achieve the goals for which the corporation was created.

Members of the corporation may also bear other obligations stipulated by law or the founding document of the corporation.

Should be paid Special attention to the provisions paragraph 4 of Art. 65.2 The Civil Code provided for the obligation not to take actions (inaction) that significantly impede or make it impossible to achieve the goals for which the corporation was created. In the latter case, we can talk about both the goal associated with making a profit, and not having such a goal.

Full text of Art. 65.1 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2019. Legal advice under Article 65.1 of the Civil Code of the Russian Federation.

1. Legal entities, the founders (participants) of which have the right to participate (membership) in them and form their supreme body in accordance with paragraph 1 of Article 65.3 of this Code, are corporate legal entities (corporations). These include business partnerships and societies, peasant (farm) enterprises, business partnerships, production and consumer cooperatives, public organizations, social movements, associations (unions), partnerships of property owners, Cossack societies entered in the state register of Cossack societies in the Russian Federation, as well as communities of indigenous peoples of the Russian Federation.

Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary legal entities. These include state and municipal unitary enterprises, foundations, institutions, autonomous non-profit organizations, religious organizations, public companies.

2. In connection with participation in a corporate organization, its participants acquire corporate (membership) rights and obligations in relation to the legal entity they have created, except for the cases provided for by this Code.

(The article was additionally included from September 1, 2014 by the Federal Law of May 5, 2014 N 99-FZ)

Commentary on Article 65.1 of the Civil Code of the Russian Federation

1. The provisions of this article are a novelty of civil law and are designed to radically change the existing structure of subjects of civil circulation. Therefore, we will consider these provisions in more detail, making a short historical and legal digression to the origins of the formation of the foundations that consolidated the classification of legal entities reflected in the commented article.

While maintaining the traditional division of legal entities into commercial and non-profit organizations from September 1, 2014, legal entities are also classified by membership and degree of participation in the formation and activities of a legal entity into:
1) corporate. Legal entities whose founders (participants, members) have the right to participate in the management of their activities (the right of membership) are corporate organizations (corporations);
2) unitary. Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary organizations.

The division of legal entities into corporate and unitary forms (based on the nature of the connection between the participants) corresponds to the historically established doctrine of most Western countries and the Russian legal order, which was reflected in the works of the German civilists Geise, F. Savigny, O. Gierke, Bernatsik. Here is how the Russian scientist G.F. Shershenevich distinguished between "combinations of persons" and institutions: "... the concept of a legal entity plays, as it were, the role of" brackets "in which homogeneous interests are famous group persons for a more simplified definition of the relationship of this collective personality to others. These connections can be of a public nature, such as a noble society, or of a private nature, such as a joint-stock partnership. "After analyzing the opinions of Russian jurists, S.D. Mogilevsky concludes that in the Russian doctrine of the 19th century, the term "corporation" like the German concepts, it was used as a generic concept for a group of legal entities, within which two types of corporations were distinguished: public and private.As far back as 1861, S. Pachman, speaking on the issue of shareholder reform, proposed to divide joint stock companies into two types: state-economic (public) and private-economic (private). hallmark companies included in the first group, was the need for them to solve social problems, for example, construction railways, organization of navigation, etc. The joint-stock companies belonging to the second group did not set themselves the goals of achieving socially useful tasks. Private corporations in Russian law were called commercial partnerships. At the same time, G.F. Shershenevich wrote that the terminology of our legislation in relation to joint-stock partnerships was completely inconsistent. She calls them partnerships, companies, companies with the addition of expressions: "on shares", "on participants", "on shares".

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Quoted from the book: Corporate law. Textbook for university students / Ed. I.S. Shitkina. M.: "Volters Kluver", 2008, ch.I, paragraph 1 "The concept of corporate law" (Corporations in pre-revolutionary Russia) / URL: http://eknigi.org/uploads/posts/2010-03/1267746607.1252691339_korporativnoe_pravo.jpg
There.

In modern scientific doctrine, a corporation is traditionally understood as an organization based on the principles of participation (membership), which is created to realize the interests of its participants (members) by organizing its management through a special system of bodies. A corporation organized on the basis of membership, as a rule, is opposed to unitary organizations or institutions that do not have membership and are created, as a rule, in the interests of an unlimited number of people for the implementation of socially useful goals.

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See Serova O.A. Theoretical, methodological and practical problems of classification of legal entities of modern civil law in Russia: Monograph. M.: Yurist Publishing House, 2011 / URL: http://window.edu.ru/resource/904/74904/files/Serova_Problemy_klassifikatsii_yuridicheskikh_lits.pdf
It should be noted that in Russian and foreign legal orders the word "corporation" is not distinguished by its unambiguous understanding. This situation is explained by two circumstances. Firstly, in most countries this concept is not enshrined in law, but is present only at the doctrinal level. Secondly, the term "corporation" has a different interpretation in the Anglo-Saxon and continental systems of law. In this regard, as I.S. Shitkina rightly noted, the legislative consolidation of the division of organizations into corporate and unitary organizations, introduced into the Civil Code of the Russian Federation, is an advanced idea.

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See Shitkina I.S. Corporate Law Issues in the Draft Federal Law "On Amendments to the Civil Code of the Russian Federation" // Economy and Law, N 6, 2012 / URL: http://shitkina-law.ru/publikatsii/voprosy-korp-prava.html
The introduced changes will require the unification of legal regulation various kinds legal entities. Obviously, further specification of the rights and obligations, for example, of a shareholder or member of a limited liability company, should be reflected in the relevant federal law. Such an approach to the system of presentation of legal norms is typical not only for establishing the rights and obligations of the participants in a corporation, but also for other institutions of legislation. So, legal regulation management in the corporation is carried out by Art. 65.3 of the Civil Code of the Russian Federation; in Art. 66.3 of the Civil Code of the Russian Federation provides for the features of management in public and non-public companies; Art. 67.1 of the Civil Code of the Russian Federation regulates the features of management in business partnerships and companies, and in Art. 97 of the Civil Code of the Russian Federation provide special requirements to the management of a public joint stock company. At the same time, these articles of the Civil Code of the Russian Federation contain numerous mutual references that complicate the application of the relevant norms. When asked if this approach is suitable for practical application, there is no clear answer. According to I.S. Shitkina, it is unlikely that for purposes other than scientific classification, which could be carried out at the level of doctrine, someone will need, for example, to identify the rights and obligations inherent in both a public joint-stock company and a garage cooperative.

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There.

2. Summarizing numerous studies devoted to the analysis of the legal nature and identification of the essence of a corporation, I.S. Shitkina highlights the following features inherent in a corporation:
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See corporate law. Textbook for university students / Ed. I.S. Shitkina. M.: "Volters Kluver", 2008, ch.I, paragraph 1 "The concept of corporate law" (Corporations in modern Russian law) / URL: http://eknigi.org/uploads/posts/2010-03/1267746607.1252691339_korporativnoe_pravo. jpg
1) the corporation is recognized as a legal entity;
2) a corporation is a union of individuals and (or) legal entities that are subjects of law, which acquire the status of a participant (member) of the corporation;
3) corporation - "volitional organization". The will of a corporation is determined by the common interests of its members; the will of the corporation is different from the individual wills of its members;
4) the corporation as a legal entity is preserved regardless of changes in the composition of its participants;
5) a corporation is an association of not only participants, but also their property - contributions to the authorized capital, shares, contributions;
6) the property contributed by the participants to the corporation belongs to it by the right of ownership;
7) participants in the corporation as subjects of corporate relations are bearers of rights and obligations in relation to both the corporation itself and to each other;
8) a corporation is an organizational unity, expressed, among other things, in the presence of management bodies, the highest of which is the general meeting of shareholders (participants).

chief hallmark corporation, as shown above, is participation or membership. The terms "participation" and "membership" characterize the legal relationship that mediates the relation of the subject's belonging to the internal structure of the organization. Participation (membership) is manifested in the implementation of the goals of participants (members) united in one legal entity through their participation in the management of this legal entity.

Corporations, in accordance with the commented article, include both commercial and non-commercial legal entities:
- business partnerships and companies;
- Peasant (farming) farms;
- business partnerships;
- production and consumer cooperatives;
- public organizations;
- associations (unions);
- associations of property owners;
- Cossack societies entered in the state register of Cossack societies;
- Indigenous communities.

3. The second category of legal entities are unitary legal entities, which include:
- state and municipal unitary enterprises;
- funds;
- institutions;
- autonomous non-profit organizations;
- religious organizations;
- public companies.

These entities are organized by combining the contributions of these entities, which are subsequently transferred to a legal entity. If earlier the status of a unitary enterprise or institution indicated the inextricable link between a legal entity and the state, now the integrity and indivisibility of such a subject is decisive. The withdrawal of a person from the founders does not entail a redistribution of shares, the authorized capital of such organizations, as a rule, is absent, the property is formed at the expense of contributions.

4. Applicable law:
- Law of the Russian Federation of June 19, 1992 N 3085-I "On consumer cooperation (consumer societies, their unions) in the Russian Federation";
- Federal Law No. 82-FZ of May 19, 1995 "On Public Associations";
- Federal Law No. 135-FZ of 11.08.95 "On charitable activities and charitable organizations";
- Federal Law No. 193-FZ of 08.12.95 "On Agricultural Cooperation";
- Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies";
- Federal Law No. 7-FZ of January 12, 1996 "On non-profit organizations";
- Federal Law of 08.05.96 N 41-FZ "On production cooperatives";
- Federal Law of June 15, 1996 N 72-FZ "On associations of homeowners".

Federal Law No. 125-FZ of September 26, 1997 "On Freedom of Conscience and Religious Associations";
- Federal Law No. 14-FZ of 08.02.98 "On Limited Liability Companies";
- Federal Law of 15.04.98 N 66-FZ "On horticultural, horticultural and country non-profit associations citizens";
- Federal Law of July 20, 2000 N 104-FZ "On general principles organizations of communities of indigenous peoples of the North, Siberia and the Far East of the Russian Federation";
- Federal Law No. 161-FZ of November 14, 2002 "On State and Municipal Unitary Enterprises";
- Federal Law No. 74-FZ dated 11.06.2003 "On Peasant (Farm) Economy";
- Federal Law of 05.12.2005 N 154-FZ "On public service Russian Cossacks";
- Federal Law No. 174-FZ of November 3, 2006 "On Autonomous Institutions";
- Federal Law No. 286-FZ of November 29, 2007 "On Mutual Insurance";
- Federal Law No. 190-FZ of July 18, 2009 "On Credit Cooperation";
- Federal Law of 03.12.2011 N 380-FZ "On economic partnerships".

Consultations and comments of lawyers on Article 65.1 of the Civil Code of the Russian Federation

If you still have questions on Article 65.1 of the Civil Code of the Russian Federation and you want to be sure that the information provided is up to date, you can consult the lawyers of our website.

You can ask a question by phone or on the website. Initial consultations are free of charge from 9:00 to 21:00 Moscow time daily. Questions received between 21:00 and 09:00 will be processed the next day.

Participates in civil circulation great amount various legal entities that can be classified according to a variety of criteria.

The civil legislation of Russia, which underwent significant changes in 2014, adheres to the position that legal


150

legal entities can be either corporate or unitary (Article 65 of the Civil Code of the Russian Federation), and, in accordance with this criterion, builds the logic of further classification of legal entities.

Thus, legal entities whose founders (participants) have the right participation (membership) in them and form their supreme body, are corporate legal entities (corporations).

To corporate legal entities (corporations) The Civil Code of the Russian Federation includes: business partnerships and companies, peasant (farm) enterprises, economic partnerships, production and consumer cooperatives, public organizations, social movements, associations (unions), partnerships of property owners, Cossack societies and communities of indigenous peoples of the Russian Federation.

Members of a corporation (participants, members, shareholders, etc.) have the right to participate in the management of the affairs of the corporation, receive information about the activities of the corporation and get acquainted with its accounting and other documentation, appeal against decisions of the bodies of the corporation that entail civil law consequences, demand, acting from name of the corporation, compensation for the losses caused to the corporation and to challenge the transactions made by it.

The supreme body of the corporation is the general meeting of its participants (Article 65 3 of the Civil Code of the Russian Federation). A sole executive body (director, general director, chairman, etc.) is formed in the corporation, and a collegial executive body (management board, directorate, etc.) can also be formed. Along with the executive bodies, a corporation may form a collegial management body (supervisory or other board) that controls the activities of the executive bodies of the corporation and performs other functions assigned to it by law or the charter of the corporation. -,|

Corporate legal entities can be both commercial (pursuing profit as the main goal of their activities) and non-commercial (not having profit as the main goal of their activities and not distributing their profits among participants) organizations.

Commercial corporations include the following legal entities:

1)full partnership. In accordance with paragraph 1 of Art. 69 of the Civil Code of the Russian Federation, a partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in


to 4. Types of legal entities ____________________________ 151

entrepreneurial activities on behalf of the partnership and are liable for its obligations the property they own.

A general partnership is created and operates on the basis of a constituent agreement. Each participant in a full partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed (Article 74 of the Civil Code of the Russian Federation).

The participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership;

2)limited partnership (limited partnership)- it's a partnership in which along with the participants from entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there is one or more participants - contributors(limited partners) who bear the risk of losses associated with the activities of the partnership, in within the limits of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership.

The number of limited partners in a limited partnership should not exceed 20 people, otherwise this partnership must be transformed into an economic company.

The management of the activities of a limited partnership is carried out by general partners. Contributors are not entitled to participate in the management and conduct of business of a partnership on faith, to challenge the actions of general partners in the management and conduct of business of the partnership, but they are entitled to receive a part of the partnership's profit due to their share in the share capital, in the manner prescribed by the founding agreement;

3)peasant (farm) economy- voluntary association of citizens on the basis of membership for a joint production "or other economic activity in area Agriculture based on their personal participation and the association of property contributions by members of the peasant (farm) economy (Article 86 "of the Civil Code of the Russian Federation).


152 " Chapter 16. Civil legal relationship

The property of a peasant (farm) economy belongs to it by the right of ownership, however, members of a peasant (farm) economy established as a legal entity bear the obligations of the peasant (farm) economy subsidiary responsibility;

4)Limited Liability Company, which is recognized as an economic company, the authorized capital of which is divided into shares. -SCH

Unlike previous organizations, participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, only within the limits of the value of their shares(Clause 1, Article 87 of the Civil Code of the Russian Federation).

The number of participants in a limited liability company must not exceed 50, otherwise it is subject to transformation into a joint-stock company. It follows from the foregoing that even one person can be the founder of a limited liability company.

The founders of a limited liability company enter into writing an agreement on the establishment of a limited liability company, determine the procedure for their implementation joint activities on the establishment of a company, size authorized capital companies, the size of their shares in authorized capital society and other conditions;

5)Joint-Stock Company- This is a business company, the authorized capital of which is divided into a certain number of shares. Members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.

The joint stock company is recognized public, if his shares and securities, convertible into its shares, are publicly placed (by open subscription) or publicly traded on the terms established by securities laws (Article 66 3 of the Civil Code of the Russian Federation). -"1

In accordance with paragraph 5 of Art. 97 of the Civil Code of the Russian Federation in a public joint stock company, the number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes granted to one shareholder cannot be limited. Thus, a joint-stock company may consist (or be created) of one person. ^

The founding document of a joint-stock company is its charter, approved by the founders.

The charter of a joint-stock company must contain information about the trade name of the company and its location, conditions for


§ 4. Types of legal entities _________________________153

the categories of shares issued by the company, their nominal value and quantity, the size of the company's authorized capital, the rights of shareholders, the composition and competence of the company's bodies, and the procedure for their decision-making (clause 3, article 98 of the Civil Code of the Russian Federation);

6)production cooperative (artel) - voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and its association members (participants) property shares(Article 106 of the Civil Code of the Russian Federation).

Members of a production cooperative bear the obligations of the cooperative subsidiary responsibility.

The founding document of a production cooperative is its charter, approved by general meeting its members, which must be at least five.

The property owned by the production cooperative is divided into shares of its members in accordance with the charter of the cooperative.

The profit of a production cooperative is distributed among its members in accordance with their labor participation, unless otherwise provided by the law on production cooperatives and the charter of the cooperative.

To non-profit corporate organizations includes the following legal entities:

1) consumer cooperative- a voluntary association based on membership of citizens or citizens and legal entities in order to meet their material and other needs, carried out by combining its members with property shares (Article III ^ KRF).

Unlike a production cooperative, a consumer cooperative non-profit organization, and its members are not obliged to take part in its activities by their personal labor. Consumer cooperatives include, for example, housing and dacha cooperatives;

2)public organization is a voluntary association of citizens united on the basis of their common interests to satisfy spiritual or other intangible needs, to represent and protect common interests and achieve other


154____________________Chapter 16. Civil legal relations

goals contrary to the law (architectural, scientific, patriotic societies, etc.).

By virtue of paragraph 2 of Art. 123 4 of the Civil Code of the Russian Federation, a public organization is the owner of its property. Its participants (members) do not retain property rights to the property transferred by them to the ownership of the organization, including membership fees. Participants (members) of a public organization are not liable for the obligations of the organization in which they participate as members, and the organization is not liable for the obligations of its members;

3)social movement- a mass public association consisting of members, non-member, pursuing social, political and other socially useful goals supported by the participants social movement"; .J

4)association (union)- association of legal entities and (or);

citizens, based on voluntary or, in cases established by law, on mandatory membership and created to represent and protect common, including professional, interests, to achieve socially useful goals, as well as other goals that do not contradict the law and are of a non-commercial nature.

In the organizational and legal form of an association (union), for example, associations of persons are created with the goals of coordinating their business activities, representing and protecting common property interests, professional associations citizens who do not intend to protect labor rights and interests of its members;

5)association of property owners- voluntary association of owners of real estate (premises in a building, in apartment building, suburban land plots, etc.), created by them for joint possession, use and, within the limits established by law, the disposal of property (things) that, by virtue of the law, are in their common ownership or in common use.

To non-profit corporate organizations also include: Cossack societies, communities of indigenous peoples of Russia, bar associations and bar associations.

Unitary legal entities

Unlike the commercial and non-commercial corporate legal entities listed above, in unitary legal entities founders do not become their participants and do not acquire membership rights in them.


s 4. Types of legal entities ______________ 155

To commercial unitary legal entities include state and municipal unitary enterprises.

In accordance with Art. 113 of the Civil Code of the Russian Federation, a unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), in number between employees of the enterprise.

The property of a state or municipal unitary enterprise is owned by its founder, i.e., in state or municipal ownership, and belongs to such an enterprise on the basis of the right of economic management or operational management.

Paragraph 2 of Art. 2 of the Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises” establishes that the following types of unitary enterprises are created and operate in Russia:

economic management(federal state enterprise, state enterprise of a subject of the Russian Federation and municipal enterprise);

Unitary enterprises based on law operational management(federal state-owned enterprise, state-owned enterprise of a constituent entity of the Russian Federation and municipal state-owned enterprise).

Article 295 of the Civil Code of the Russian Federation establishes that the owner of property located in economic management, in accordance with the law, resolves issues of establishing an enterprise, determining the subject and goals of its activities, its reorganization and liquidation, appoints a director (manager) of an enterprise, exercises control over the use for its intended purpose and the safety of property belonging to the enterprise. The owner has the right to receive a part of the profit from the use of property under the economic management of the enterprise. In general, this enterprise has the right to dispose of the profits received independently.

At the same time, an enterprise is not entitled to sell real estate belonging to it on the right of economic management, rent it out, pledge it, make a contribution to the authorized (reserve) capital of business companies and partnerships, or otherwise dispose of this property. without the consent of the owner. However, this enterprise has the right to freely dispose of movable property.


156 _______________"____Chapter 16. Civil legal relations

Establishment and state-owned enterprise, to which property is assigned by right operational management, only own and use this property within the limits established by law, in accordance with the objectives of their activities, the purpose of this property and dispose of this property only with the consent of the owner of this property.

The owner of the property has the right to withdraw the excess, unused or not used for its intended purpose, the property assigned by him to the institution or state-owned enterprise. The procedure for distributing the income of a state-owned enterprise is also determined by the owner of its property.

Non-commercial unitary legal entities include:

1)fund- a unitary non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions and pursuing charitable, cultural, educational or other social, socially useful goals;

2)institution- a unitary non-profit organization created owner for the implementation of managerial, socio-cultural or other functions of a non-commercial nature;

3)autonomous non-profit organization - a unitary non-profit organization that does not have membership and was created on the basis of property contributions from citizens or legal entities for the purpose of providing services in the fields of education, healthcare, culture, science and other areas non-commercial activities;

4)religious organization- a voluntary association of citizens or other persons permanently and legally residing on the territory of Russia, formed by them for the purpose of joint confession and dissemination of faith and registered in the manner prescribed by law as a legal entity.

Objects civil rights

The object of civil rights is both a material and non-material good (or the process of creating this good), for the sake of which the subject enters into a civil legal relationship. The object of civil rights and the object of civil legal relations can be | treat as synonyms. .J

It is quite natural that the object of civil law! not any benefits become, but only those that are able to satisfy the interests of the participants in this legal relationship.


§ 5. Objects of civil rights ______ 157

In Art. 128 of the Civil Code of the Russian Federation is given list of objects of civil rights.

X they include: things, including cash and documentary securities, other property, including non-cash cash, paperless securities, property rights;

results of work and provision of services; protected results of intellectual activity and equated means of individualization ( intellectual property); intangible benefits.

Some of the designated objects of civil rights may be limited in circulation, i.e. transactions with them may be allowed only with special permission from the competent authorities (land, subsoil, weapons, precious metals, etc.).

The main part of the objects of civil rights is property, which can be understood as a set of things, property rights and obligations.

Things can include both means of production and consumer goods, they can be movable and immovable (the movement of which is impossible without disproportionate damage to their purpose). Things can be presented in civil circulation by a single property complex(enterprise), be divisible and indivisible (the division of which is impossible without destroying, damaging the thing or changing its purpose). A special kind of things are money and securities.

To the intangible benefits as objects of civil rights Art. 150 of the Civil Code of the Russian Federation refers to life and health, personal dignity, personal inviolability, honor and good name, business reputation, inviolability privacy, inviolability of the home, personal and family secrets, freedom of movement and choice of place of stay and residence, the name of a citizen, authorship and other intangible benefits. "

The legislator emphasizes that intangible benefits that belong to a citizen from birth or by virtue of law are inalienable and non-transferable to another person.

Civil Code of the Russian Federation in Art. 151 establishes a provision according to which if a citizen is injured moral injury(physical or moral suffering) by actions that violate his personal non-property rights, the court may impose on the violator the obligation monetary compensation said harm.

The methods of protecting intangible benefits also include the right of a citizen to demand in court a refutation of information discrediting his honor, dignity or business reputation, if disseminated


. . " ! . . " Ґ

158 ____________________Chapter 16. Civil legal relations

providing such information will not prove that it is true. By virtue of Art. 152 of the Civil Code of the Russian Federation, a refutation must be made in the same way that information about a citizen was disseminated or in another similar way.

According to Art. 152 2 of the Civil Code of the Russian Federation, without the consent of a citizen, the collection, storage, distribution and use of any information about his private life, in particular information about his origin, place of his stay or residence, personal and family life, is not allowed.

State and municipal unitary enterprises. Among commercial legal entities, unitary enterprises stand out that are not built on the basis of membership (corporations) and do not become owners of the property assigned to them (Article 113 of the Civil Code of the Russian Federation). They are created by public owners who retain ownership of the transferred property.

Only state and municipal enterprises can be created in the form of unitary enterprises. The property of a unitary enterprise is owned by the Russian Federation, a constituent entity of the Russian Federation or municipality(Federal Law of November 14, 2002 No. 161-FZ "On State and Municipal Unitary Enterprises").

The term "unitary" emphasizes the indivisibility of the property of such a legal entity in terms of contributions (shares, shares).

A unitary enterprise established by a public owner has not a general, but a target (special) legal capacity (part 1, article 49 of the Civil Code of the Russian Federation). This means that its charter (the only founding document) should contain information about the subject and goals of its activities.

Transactions made by a unitary enterprise in violation of its legal capacity are invalid (Article 173 of the Civil Code of the Russian Federation).

The statutory fund cannot be less than the amount provided for by the special law on state and municipal enterprises (Article 114 of the Civil Code of the Russian Federation) - this is the minimum guarantee of its creditors.

The size of the authorized capital state enterprise must be at least 5 thousand minimum wages established federal law on the date state registration state enterprise. The size of the authorized capital municipal enterprise must be at least 1 thousand minimum wages established by federal law on the date of state registration of a municipal enterprise.

There are two types of unitary enterprises:

  • 1) unitary enterprises on the right of economic management - may be created by the federal owner ( Russian Federation), subjects of the Russian Federation and municipalities;
  • 2) enterprises on the right of operational management (government) - are created only on the basis of state or municipal property.

The scope of authority for these types of unitary enterprises is different. The right of economic management in its content is much broader than the right of operational management (Articles 295-297 of the Civil Code of the Russian Federation).

In order for a state-owned enterprise (legal entity with the right of operational management) to make any transactions on the disposal of its property, the obligatory consent of the owner is required if we are talking not about finished products such an enterprise (Article 297 of the Civil Code of the Russian Federation).

A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property.

The owner of the property of a unitary enterprise, with the exception of the owner of the property of a state-owned enterprise, is not liable for the obligations of his unitary enterprise. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

Disposition of the property of a state-owned enterprise. A federal state enterprise (an enterprise of a constituent entity of the Russian Federation) has the right to alienate or otherwise dispose of its property only with the consent of the Government of the Russian Federation or a federal body authorized by it executive power (authorized body state power subject of the Russian Federation).

A municipal state-owned enterprise has the right to alienate or otherwise dispose of its property only with the consent of the authorized body of local self-government.

The charter of a state-owned enterprise may provide for the types (size) of transactions, the conclusion of which cannot be carried out without the consent of the owner of the property of such an enterprise.

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