State and municipal unitary enterprises. Among commercial legal entities, unitary enterprises are distinguished, which are not built on the basis of membership (corporation) and do not become the 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 the right of ownership of the transferred property.

Only state and municipal enterprises can be created in the form of unitary enterprises. Property unitary enterprise belongs by right of ownership to 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 deposits (shares, shares).

A unitary enterprise established by a public owner has not general, but targeted (special) legal capacity (Part 1, Article 49 of the Civil Code of the Russian Federation). This means that its charter (the only constituent document) must 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 authorized capital cannot be less than the size 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.

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

There are two types of unitary enterprises:

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

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

For a state-owned enterprise (a legal entity with the right of operational management) to carry out any transactions to dispose of its property, the mandatory consent of the owner is required, unless it is 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.

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

A municipal government enterprise has the right to alienate or otherwise dispose of property belonging to it only with the consent of the authorized local government body.

The charter of a state-owned enterprise may provide for 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.

From 01.09.2014 legal entities(both commercial and non-profit) are divided into corporations and unitary legal entities (Article 65.1 of the Civil Code of the Russian Federation).

Corporations are legal entities based on the membership of their participants (Clause 1, Article 65.1 of the Civil Code of the Russian Federation).

The participants of the corporation form the supreme body of the legal entity - general meeting(clause 1 of article 65.3 of the Civil Code of the Russian Federation).

In connection with participation in corporate organization its participants acquire corporate (membership) rights and obligations in relation to the legal entity they created (clause 2 of article 65.1 of the Civil Code of the Russian Federation).

Both commercial and non-profit enterprises can be created in the form of corporations.

Corporations include all commercial legal entities (with the exception of unitary enterprises), as well as a number of non-profit ones:

• consumer cooperatives;
• public organizations;
• associations (unions);
• real estate owners' associations;
• Cossack societies included in the corresponding State Register;
• communities of indigenous peoples.

The founders of which do not become participants and do not acquire membership rights in them are unitary organizations.

A unitary enterprise is not vested with the right of ownership of property assigned to it by the owner.

The property of a unitary enterprise is indivisible. It cannot be distributed among deposits (shares, shares), including between employees of the enterprise.

Unitary organizations include (which are commercial organizations), as well as the following Not commercial organizations:

• public, charitable and other foundations;
• government agencies(including state academies of sciences), municipal and private (including public) institutions;
• autonomous non-profit organizations;
• religious organizations;
• public companies.

The provisions relating to corporations (including non-profit ones) establish uniform rights of participants and management rules (Articles 65.2 and 65.3 of the Civil Code of the Russian Federation).

Classification of legal entities. Commercial organizations: Video

The concept of corporate legal entities is known to the legislation of all developed countries. This division makes it possible to regulate general view 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 collegial bodies, conditions for withdrawal or exclusion from the list of participants, etc. ). Spin-off of corporations as special type legal entities made it possible to consolidate directly in GK general rules concerning the status (rights and obligations) of both the corporations themselves and their participants. It should be noted that there is no similar “general part” concerning unitary legal entities in the Civil Code.

GK The Russian Federation, as one of the new classification criteria for the division of legal entities, 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 means the right of participants of a legal entity to participate in the management of corporations. All commercial legal entities are classified as corporations, with the exception of unitary enterprises.

In the theory and practice of developed countries, general ideas about corporate and unitary legal entities have been developed. Thus, a corporation (from the 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 the Latin unitus - united, single) is a commercial organization that is 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 among employees of the organization.

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

Corporate organizations can be both commercial and non-profit organizations, business entities and partnerships. The fact that non-profit organizations are also considered corporate organizations indicates the influence of European corporate law on Russian legislation (in Anglo-American law, as is known, only business corporations, analogues of business entities, are considered corporations).

The highest body of the corporation in accordance with Art. 65.3 The Civil Code is the general meeting of its participants. In non-profit corporations and production cooperatives with more than one hundred participants, the supreme body may be a congress, conference or other representative (collegial) body determined by their charters in accordance with the law. The competence of this body and the procedure for making decisions 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 generally remained the same: a meeting of shareholders (participants) as the highest body of the company, a supervisory board (or other council). At the same time, in the logic of the legislator, the supervisory board is increasingly acquiring the functions of a shareholder control body. So, in clause 4 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 corporation’s charter. It is important to emphasize the following restriction on membership in supervisory boards: persons exercising the powers of sole executive bodies of corporations and members of their collegial executive bodies cannot constitute more than one quarter of the composition of collegial management bodies of corporations and be their chairmen. Idea project 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 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 highest body of the corporation includes:

definition priority areas activities of the corporation, principles of formation and use of its property;

approval and amendment of the corporation's charter;

determining the procedure for admission to the corporation's membership and exclusion from among its participants, except in cases where such a 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 include this power within the competence of other collegial bodies of the corporation;

statement annual reports and accounting (financial) statements of the corporation, if the charter of the corporation in accordance with the law does not include this authority within the competence of other collegial 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 creation of branches and on the opening of representative offices of the corporation, except for cases where the charter of a business company in accordance with the laws on business companies makes such decisions on these issues within the competence of other collegial bodies of the corporation;

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

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

The law and the corporation's constituent document may assign the resolution of other issues to the exclusive competence of its supreme body. The last provision seems important, since previously 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 its limits.

In addition to the supreme body of the corporation, a sole executive body is created (director, CEO, chairman, etc.), and in cases provided for GK, another law or the charter of the corporation - a collegial executive body (board, directorate, etc.), as well as another collegial body reporting to the highest body of the corporation. Their competence includes resolving all issues, except those that fall within the exclusive competence of the general meeting. In addition, along with the above-mentioned bodies, a council may be formed that supervises the activities of these bodies.

Members of the corporation's collegial management body have the right to receive information about the corporation's activities and get acquainted with its accounting and other documentation, and demand compensation for losses caused to the corporation ( Article 53.1), to challenge transactions made by the corporation on the grounds provided for 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 transactions of the corporation in the manner established 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 a 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). As the sole executive body of a corporation, it can act as individual, and a legal entity.

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

Introduction of the specified articles creates the basis for the emergence of special relationships between members of the corporation, as well as between the corporation itself and its members. These relationships are called corporate. The very emergence of corporate legal entities can be considered as a development of the general provisions of the new edition Art. 2 The 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 discussed in clause 1 art. 2 The Civil Code, which established that civil law regulates relations related to participation in or management of corporate organizations (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 represent a special group of relations. These are legal relations, different from obligatory legal relations, between a corporation and its participants, the content of which boils down to providing the participants of the corporation with a legally guaranteed opportunity in some form to manage the affairs of the corporation and participate in the property results of its activities. Consequently, the object of corporate relations is participation in the corporation itself.

The provisions are important clause 2 art. 65.1 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 created, with the exception of cases provided for by the Civil Code. These rights are in accordance with Art. 65.2 The Civil Code boils down to the following:

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

in cases and in the manner provided for by law and the corporation’s constituent document, receive information about the activities of the corporation and familiarize itself with its accounting and other documentation;

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

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

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

Participants in a corporation may have other rights provided for by law or the corporation's founding document.

Particular attention should be paid to the right of a participant in any corporation to appeal decisions of its bodies that entail civil law consequences (that is, not relating to relations beyond the scope of civil law relations (for example, decisions of bodies of public organizations regarding the main sphere of their activities), as well as his right to demand compensation for losses caused to the corporation by persons authorized to act on its behalf, or members of its collegial bodies, or persons who actually determine its actions.This right establishes the mechanism for applying the rules provided for Art. 53.1 The Civil Code of the Russian Federation, which declares the liability of the listed persons for losses caused by them to a legal entity.

One of the unresolved issues is the above-mentioned right of a member of a corporation to information about the activities of the corporation (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 stated above, this must be specifically provided for in the charter of the corporation or must be specifically provided for by law. However, the legislator limited this right to cases and procedures established by law or charter. Thus, it is quite possible that the charter will state that only those participants who own a certain number of shares have the right to information.

Responsibilities of a corporation participant in accordance with clause 4 art. 65.2 The Civil Code boils down to the following:

participate in the formation of the corporation’s property in the required amount in the manner, manner and within the time limits provided for by this Code, other law or the corporation's articles of incorporation;

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

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

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

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

Members of a corporation may also bear other responsibilities provided for by law or the corporation's founding document.

Should be paid Special attention to the provisions clause 4 art. 65.2 The Civil Code provides for the obligation not to commit actions (inaction) that significantly complicate or make it impossible to achieve the goals for which the corporation was created. In the latter case, we can talk about either a goal related to making a profit or one that does not have such a goal.

Management in a corporation

Corporate and unitary legal entities

challenge, acting on behalf of the corporation (clause 1 of Article 182), transactions made by it on the grounds provided for in Article 174 of this Code or laws on corporations of certain organizational and legal forms, and demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of the corporation’s void transactions.

Participants in a corporation may have other rights provided for by law or the corporation’s constituent document .

A participant in a corporation or a corporation demanding compensation for losses caused to the corporation () or recognition of a transaction of the corporation as invalid or application of the consequences of the invalidity of the transaction must take reasonable measures to notify in advance other participants of the corporation and, in appropriate cases, the corporation of the intention to file such claims in court, as well as provide them other information relevant to the case. The procedure for notifying an intention to file a claim may be provided for in the corporation laws and in the corporation's articles of incorporation.

Participants of a corporation who have not joined in the manner established by procedural legislation to a claim for compensation for losses caused to the corporation () or to a claim to invalidate a transaction made by the corporation or to apply the consequences of the invalidity of a transaction, subsequently do not have the right to go to court with identical demands, unless the court does not recognize the reasons for this appeal as valid.

Unless otherwise established by this Code, a participant in a commercial corporation who, against his will, has lost the right to participate in it as a result of unlawful actions of other participants or third parties, has the right to demand the return to him of the share of participation transferred to other persons, with payment to them of fair compensation determined by the court, as well as compensation for damages at the expense of persons responsible for the loss of the share. The court may refuse to return the participation interest if this leads to the unfair deprivation of other persons of their participation rights or entails extremely negative social and other publicly significant consequences. In this case, the person who, against his will, has lost the right to participate in the corporation, is paid fair compensation, determined by the court, by the persons responsible for the loss of the participation interest.

A corporation participant is obliged to:

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

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

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

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

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

Commentary on Article 65 2 of the Civil Code

The identification of corporations as a special type of legal entity made it possible to consolidate directly in the Civil Code general rules concerning the status (rights and obligations) of both the corporations themselves and their participants, which, in turn, led to the expansion of the rights and protection of the interests of the participants of any corporation, and not only participants of business companies (by granting them in Article 65.2 of the Civil Code the right to participate in the management of the affairs of the corporation, to receive information about its property status, the right to challenge exclusion from the corporation, etc.).

Paragraph 2 of the article legislatively enshrines what has appeared in arbitration and judicial practice new form protection of the property interests of the corporation's participants - restoration of the rights to participate in it lost against their will ("restoration of corporate control"), ensuring the rights and interests of persons affected by the unjustified "write-off" of shares and participation interests, "corporate takeovers" and similar illegal actions and abuse.

Management in a corporation

A separate article of the Law of 05.05.2014 No. 99-FZ “On amendments to Chapter 4 of Part 1 Civil Code RF" is dedicated to management in a corporation:

Article 65 3. Management in a corporation

(as of 07/01/2018)

The supreme body of the corporation is the general meeting of its participants.

In non-profit corporations and production cooperatives with more than one hundred participants, the supreme body may be a congress, conference or other representative (collegial) 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 this Code by law and the charter of the corporation.

Unless otherwise provided by this Code or other law, the exclusive competence of the highest 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 corporation's charter;

determining the procedure for admission to the corporation's membership and exclusion from among its participants, except in cases where such a 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 include this power within the competence of other collegial 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 does not include this authority within the competence of other collegial 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 creation of branches and on the opening of representative offices of the corporation, except in cases where the charter of the business company in accordance with the laws on business societies making such decisions on these issues falls within the competence of other collegial bodies of the corporation;

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

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

The law and the corporation's constituent document may assign the resolution of other issues to the exclusive competence of its supreme body.
Issues referred by this Code and other laws to the exclusive competence of the highest body of the corporation cannot be transferred by it for resolution to other bodies of the corporation, unless otherwise provided by this Code or other law.

A corporation has a sole executive body (director, general manager, chairman, etc.). The charter of a corporation may provide for the granting of the powers of a 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 can act as the sole executive body of a corporation.

In cases provided for by this Code, other law or the charter of a corporation, a collegial executive body (board, directorate, etc.) is formed in the corporation.

The competence of the bodies of the corporation specified in this paragraph includes resolving issues that are not within the competence of its supreme body and the collegial management body created in accordance with paragraph 4 of this article.

1. Along with the executive bodies specified in paragraph 3 of this article, the corporation may establish, in cases provided for by this Code, another law or the corporation's charter, a collegial management body (supervisory or other board) that controls the activities of the executive bodies of the corporation and performs other functions, imposed on him by law or by the charter of the corporation. Persons exercising the powers of sole executive bodies of corporations and members of their collegial executive bodies cannot constitute more than one quarter of the composition of collegial management bodies of corporations and cannot be their chairmen.

   Members of the corporation's collegial management body 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 (), challenge transactions made by the corporation on the grounds provided for in Article 174 of this 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 transactions of the corporation in the manner established by paragraph 2 of Article 65 2 of this Code.

Commentary on Article 65 3 of the Civil Code

Article 65 3 of the Civil Code in general establishes the system of bodies of a corporation as a legal entity. Features of management, including the system of bodies of certain types of corporations, are also provided for both by special norms of the Civil Code itself and laws on certain types corporations. These rules, as special ones, have an advantage in application over the general rules of the commented article.

The general meeting of participants of any corporation is its highest body, but the legislation on business companies (commercial corporations) consistently narrows the competence of their general meetings, especially by special laws and charters of these corporations, and now also with the help of corporate agreements. Therefore, the consideration of general meetings as the supreme bodies of such corporations is increasingly becoming symbolic.

Clause 2 of Article 65 3 of the Civil Code lists issues within the exclusive competence of the general meeting. In addition to the issues directly listed in this norm, other issues may also fall within the exclusive competence of the general meeting, if this is provided for by a special law and the charter of a particular corporation adopted in accordance with it. By general rule all of the listed issues cannot be transferred to the competence of other bodies of the corporation, even by decision of the general meeting itself (which allows us to talk about the exclusivity of this competence, and declare the general meeting itself to be the supreme body of the corporation).

In accordance with paragraph 3 of Article 65 3 of the Civil Code, a single body is always created in a corporation, which becomes the body of this legal entity, authorized to act on its behalf in civil transactions (Clause 1 of Article 53 of the Civil Code), including entering into transactions and signing texts contracts, etc. Collegial bodies of a corporation are created by it in cases where this is provided for by the Code, other law or the charter of the corporation (i.e., the will of its founders/participants).

Not only an individual, but also a legal entity can act as the sole body of a corporation (“ Management Company"). An important innovation in this regard is the rule on the possibility of providing in the charter of a particular corporation for the presence in it of several persons vested with the powers of its sole body and acting in accordance with its charter either jointly or independently of each other (see also paragraph 3 Clause 1 of Article 53 of the Civil Code).

The competence of the sole and collegial executive bodies of the corporation is formally determined according to the “residual principle”: it covers issues that are not within the competence of the supreme body of the corporation (as well as its controlling body - the supervisory board). However, it is precisely the competence of the executive bodies of the corporation, which are authorized to resolve all (any) issues not only not directly attributed to the exclusive competence of the general meeting, but also removed from it as directed by the law or the charter of the corporation (or by decision of its general meeting, which is also provided for law), in fact becomes the main and determining all its activities, especially since the competence of its supreme body, as noted above, is constantly narrowing (which is especially typical for joint-stock and other business companies).

In corporations, in accordance with the law or charter, other bodies can be created (besides those directly named in Article 65 3 of the Civil Code), which do not become either will-forming or will-expressing, i.e. not being bodies of the corporation as a legal entity (clause 1 of Article 53 of the Civil Code), capable of acting or making corporate decisions on its behalf. Such a body, in accordance with paragraph 2 of Article 65 3 of the Civil Code, is, for example, an audit commission (auditor). Such bodies of a corporation, formed solely by decision of its participants and in accordance with the charter of a particular corporation, include various committees, commissions, councils, etc., which are permanently operating or created for a specific situation (ad hoc).

In paragraph 4 of Article 65 3 of the Civil Code, an attempt is made to differentiate the status of such collegial bodies of corporations as the board of directors and the supervisory board. We are talking about two completely different collegial bodies with different tasks and competencies. The supervisory board appeared in German company law as a permanent (and not periodically convened) body that controls the activities of the executive bodies of the company (as well as giving consent to the company carrying out certain transactions and forming and changing the composition of the board - the collegial executive body). The supervisory board in the German corporate model consists of representatives of shareholders (and in many cases also representatives employees) and together with the general meeting belongs to the supreme bodies joint stock company. Its presence allows us to talk about a three-tier system of company management: general meeting - supervisory board - executive bodies. Domestic shareholder law was initially formed under the determining influence of American corporate law, to which such a body is unknown: it is considered here unnecessary and unnecessarily binding on the initiative of the board of directors. For constant monitoring of the activities of corporate management, modern American law uses the category of “independent director” (such a director is, however, a member of the board of directors controlled by him).

According to the method of management, the law divides legal entities into corporate and unitary. Different management models are also used in commercial companies. From the article you will learn about the features of these models.

In this article:

Corporate organizations differ from unitary organizations in the amount of management powers that the founders receive. Legal entity refers to:

• corporate, if the founders and participants of the company have the right to membership in it and are included in the supreme body;
• unitary if the founders do not have the right to participate.

The method of management does not affect the goals of the organization. Thus, many corporations do not exist to generate income. For example, these are associations, social movements, etc. However, companies that open for business are classified as corporate.

Legal entities opened for commercial purposes are classified as the corporate type

The law expanded on the concept and listed the types of legal entities with corporate governance. Such organizations include:

1. Economic societies. These are LLC and JSC.
2. Economic partnerships.
3. Business partnerships.
4. Peasant or farm households.
5. Real estate owners' associations.
6. Production cooperatives.
7. Consumer cooperatives.
8. Public organizations and social movements.
9. Associations and unions.
10. Notary chambers.
11. Cossack societies.
12. Communities of small peoples of the Russian Federation.

The capabilities of members of a corporation depend on its characteristics. But the law spelled out rights and obligations common to all. Participants can:

• manage the organization;
• receive information about the state of affairs, including information about finances;
• object to decisions of governing bodies and appeal them;
• challenge transactions that caused damage to the company and demand compensation for losses, etc. (Part 1 of Article 65.2 of the Civil Code of the Russian Federation).

The participants of the corporation can manage it on the basis of an internal agreement. Read how to protect their rights in this case in the Corporate Lawyer magazine.

At the same time, participants are obliged to form the organization’s property, act in its interests, etc. (Part 4 of Article 65.2 of the Civil Code of the Russian Federation).

The meeting and director are the governing bodies of corporate-type legal entities

How the management of a corporation should be organized is stated in Article 65.3 of the Civil Code of the Russian Federation. The main function of managing the company is assumed by the general meeting of participants. The same function is performed by a congress or other representative meeting if:

• This production cooperative or a corporate legal entity of a non-profit nature,
• There are more than 100 members in the organization.

The nature and powers of such a body are determined in more detail in the charter in accordance with the law.

There are actions that fall within the exclusive competence of this management body. For example, only a meeting (congress, conference, etc.) has the right:

1. Select the most important areas of activity for the organization, determine the principles of formation and use of property.
2. Approve and amend the charter.
3. Make decisions on the reorganization or liquidation of the company, etc. (Part 2 of Article 65.3 of the Civil Code of the Russian Federation).

Also, a sole executive body acts on behalf of a corporate legal entity - this is the general director, chairman, president, etc. In this case, the company has the right:

• grant these powers to several persons who will act jointly;
• to form several such bodies that will work independently of each other (paragraph 3, part 1, article 53 of the Civil Code of the Russian Federation).

Both a person and an organization can act as such a body.

In addition to these bodies, the company may have a board of directors, a board of directors, a supervisory board or another collegial body (Part 4 of Article 65.3 of the Civil Code of the Russian Federation). Their functions and powers depend on the instructions of the charter and the provisions of the law.

Commercial state-owned enterprises are unitary legal entities

If the founders of an organization do not receive membership rights after its creation and cannot manage its work, such an organization is a unitary legal entity. According to the law, legal entities of this type include:

• state and municipal unitary enterprises,
• funds,
• institutions,
• autonomous non-profit organizations,
• religious organizations,
• state corporations,

How such organizations conduct their activities is described in Chapter 4 of the Civil Code of the Russian Federation. For commercial and non-commercial legal entities of a unitary type, the rules are different; in addition, for some there are special legal regulation. Thus, public law companies operate taking into account the requirements. And each state corporation has its own law.

Property management of such organizations depends on their type. For example, state unitary enterprises and municipal unitary enterprises do not have ownership rights to property. All assets of such a company belong to the Russian Federation, a constituent entity of the Russian Federation or a municipal entity that is the founder of the organization. State unitary enterprises or municipal unitary enterprises dispose of entrusted property on the basis of the right of economic management or operational management. It applies to such organizations. These are commercial organizations, unlike other unitary legal entities.

When creating a state unitary enterprise or municipal unitary enterprise, they form it charter capital in accordance with the provisions of Law No. 161-FZ. An enterprise is created on behalf of a public legal entity (Article 125 of the Civil Code of the Russian Federation). Constituent document is a charter that is developed and approved by the authorized municipal or state body. The direct management of such an organization is carried out by a director appointed by the owner. Formalize with the director employment contract(Clause 7 Part 1 Article 20 of Law No. 161-FZ). The director acts on behalf of the organization and is accountable to its founder.