Art. 48 of the Civil Code of the Russian Federation. The concept of a legal entity. A comment

Currently, many different legal entities work in a variety of sectors of the economy. Citizens jointly or solely open enterprises for the production of work, the production of products, the provision of services. One of the main tasks of any organization is to make profit. Let's consider the concept of a legal entity.

Civil Code of the Russian Federation

In the Code there is Chapter 4. In paragraph 1 of Art. 48 of the Civil Code of the Russian Federation explains the general definition of the concept "legal entity". As an enterprise, it has an independent property that meets its own obligations. The organization can acquire and realize on its own behalf rights and bear responsibilities, be in court as a defendant and a plaintiff. The norm provides for a mandatory condition that any legal entity must fulfill. Art. 48 of the Civil Code of the Russian Federation requires the organization to pass state registration. The information on the enterprise should be present in the Unified State Register of Legal Entities. In paragraph 2 of Art. 48 of the Civil Code of the Russian Federation established that the company is registered in the organizational and legal form specified in the Code.

Specificity of rights

In paragraph 3 of Art. 48 of the Civil Code of the Russian Federation establishes a distinction between state and municipal unitary enterprises / institutions and corporate companies. The first include organizations in respect of the property of which the proprietary rights of their founders are distributed. Accordingly, the second category includes companies whose members have corporate legal capabilities. The legal status of the Central Bank is established by constitutional provisions and the branch law "On the Central Bank."

Art. 48 Civil Code of the Russian Federation with comments

Chapter 4 of the Code came into effect somewhat earlier than most of the provisions of Part 1. In comparison with the legislation of the RSFSR and the Fundamentals of Civil Law of the USSR, the notion of legal entity has not undergone significant changes. At the same time, it is obvious that the diversity and dynamics of civil turnover are fundamentally different from what was before. Accordingly, the changes in the society affected the formation and operation of different organizational and legal categories of enterprises. Transformations that took place in the state led to a change in civil legislation. In particular, the list of organizational and legal categories was expanded substantially, corrections were made to the rules on the legal personality, types of organizations and so on. It should be noted that before the majority of the norms concerning legal entities were contained in by-laws. Today, the current provisions are concentrated in federal legal documents, and the key ones are in the Civil Code. Cited in Art. 48 of the Civil Code definition applies to all organizations, regardless of whether they are commercial or not.

Symptoms

There are several basic criteria that organizations characterize. Article 48 of the Civil Code of the Russian Federation indicates them when determining this category of economic entities. There are material and legal signs of organizations. The first should include:

1. External autonomy and internal structural unity.
2. Separation of property.
3. Leading unity.
4. The general orientation of the actions of all elements of the company.

Legal characteristics of the organization are:

1. Legality of creation.
2. Ability to bear responsibilities, to have and exercise rights.

Organizational unity

It should be understood as a system of interactions between all divisions that make up the structure of the enterprise, among themselves. At the same time, within the organization, their subordination to the leadership is clearly established. Internal structural unity allows an enterprise to act not as a definite set (complex) of elements, but as a single whole.

External independence

It is a measure of the independence of a particular organization when it interacts with other actors involved in civil circulation. At the same time, external autonomy is manifested not only in relations with the founders, but also with all other persons.

Separate property

This sign is directly indicated by the article 48 of the Civil Code of the Russian Federation. As a measure of isolation of the material values of the organization, the right of ownership, operational management or economic management is advocated. In general, the enterprise acts as the legal owner of its property. Owners of material values are, for example, business associations (partnerships, etc.), cooperatives (consumer and production type), charitable foundations, religious organizations and so on.

To state municipal, state institutions and enterprises, the property is transferred to operational management. Unitary organizations carry out economic management. When considering the issue of property, it is necessary to note the economic unity inherent in any legal entity. Its essence lies in the fact that material values belong to the enterprise as a whole, and not to its structural units. Assignment of a complex of material values is expressed in the presence of the public estimates or an independent balance.

Leading unity

It is expressed in the presence of one supreme governing body. Simply put, the yurlitsa can not have dual power. As a rule, the work of the enterprise is organized by a certain system of bodies. It can be, for example, the general director, the board of directors, the general meeting. Each such structure has a circle of powers. Usually it is wide enough. However, the supreme governing body will be alone in any case.

Functional unity

It is expressed in the fact that each element of the enterprise (structural subdivision) implements a special task. The content of functions is subject to the purpose of education and the work of the enterprise. A single focus of tasks ensures the achievement of the goal. Functions and purposes, as well as other information about a legal entity, are prescribed in the constituent documents.

Legitimacy of creation

First of all, the tasks and objectives of the enterprise should not contradict the current rules of law. Another key condition for legality is the observance of the established procedure when creating an organization. Art. 48 of the Civil Code of the Russian Federation prescribes the passage of the procedure for state registration of the enterprise. The rules for its implementation are regulated by the relevant Federal Law. When registering, information about a legal entity is entered in the register. It is unique for all organizations that are open on the territory of the country. If there have been any significant changes in the structure of the enterprise, information on this is also made in the Unified State Register of Legal Entities. For example, this rule applies to any form of reorganization, bankruptcy, opening of a representative office or branch.

Legal personality

In Art. 48 of the Civil Code of the Russian Federation as another feature of organizations is the opportunity to assume civil rights and implement them. When an enterprise is established, it is given a certain range of rights. The main thing is the opportunity to participate on its own behalf in civil relations. The organization can have its own property, dispose of it, conclude deals and so on. Along with the rights, the enterprise acquires certain duties. In Art. 48 of the Civil Code of the Russian Federation states that an organization can appear in court as a defendant. This means that the firm bears property responsibility for the obligations assumed. Lenders can make their demands to it within the framework of existing treaties and norms. Along with this, the enterprise can act as a plaintiff. This means that the organization has the right to file claims against its counterparties and demand from them the fulfillment of obligations, as well as compensation for the losses incurred.

Nuances of responsibility

The founders of the legal entity or the owner of the property are not liable for the obligations that the organization has assumed. Accordingly, the company is not liable for the debts of participants or the legal owner of material values. For the latter case, however, exceptions are established. They can be stipulated by the legislation or the constituent documents of the company.

Rights of participants

The legal possibilities of the founders may differ in their scope. Participants in business associations (partnerships, etc.), members of consumer and production cooperatives have mandatory rights in relation to the property of these organizations. The founders of municipal / state enterprises have the right of ownership with respect to the tangible assets of these legal entities. As participants in this case, the MO, the regions of the country and the Russian Federation. Ownership of property also belongs to the founders of institutions.

Exceptions

It should be noted that the legislation establishes a fairly wide range of legal entities in which their participants do not have either mandatory or proprietary rights to property. Organizations of this type, in particular, include religious and public associations, unions and associations of enterprises, charitable and other funds. For example, according to Art. 28, clause 2 of Federal Law No. 95 "On political parties", the organization as a whole acts as owners of the property of these associations, including their regional representations. Its members do not have rights to material values.

Conclusion

Legislation quite clearly prescribes the main provisions concerning legal entities. Particular attention is paid in the norms to the right of ownership, liability for obligations. At the same time to ensure the normal operation of the organization must meet certain conditions. In particular, they concern the procedure for creating a legal entity, the preparation of constituent documents. The key information about the organization is contained in its charter. This document describes the accounting policies, objectives, objectives of the enterprise, the responsibility and rights of the founders and the entire firm as a whole. Any changes made to the charter must be registered. In the process of activity, an enterprise can perform only those operations that are consistent with the established goals. In some cases, a license is required to carry out certain activities. The procedure for obtaining it is established by an appropriate regulatory act. When carrying out licensed activities without permission, the enterprise will be liable under the law.