A legal entity is an organization with a special form of organization, with its own budget and charter. Each organization has certain goals, the implementation of which is its primary task. The features and classifications of legal entities will be described in detail in our material. All information provided in the article is a revised norm from the Civil Code (CC) of the Russian Federation and a number of federal laws.
The concept and features of legal entities in civil law
Legal entities are organizations - officially registered meetings of persons united by a common goal. The organization has separate property and is liable to them for its obligations. She is able to acquire and exercise a number of civil rights - for example, to act as a plaintiff in court, negotiate with other authorities, increase her property, etc.
Regardless of form or classification, a legal entity has a number of important features and characteristics. They give an idea of any organization. The first group of signs is associated with the limitation of functions. So, any legal person must actonly in accordance with the law. It must have its own registered charter and constituent documents that would confirm the legality of the powers exercised.
The second group of signs is the control over the implemented activities. The organization must have an accurate legal address, keep financial records and be subject to government oversight. However, not all legal individuals depend on the power structures. Some instances may be controlled by local government or some large company. It is only important that the organization respects and abides by the law.
Legal entities in the civil law sphere have a number of material features. They should have an internal structure with controls and specific documentation. Equally important is property separation. It is protected by the civil liability of legal entities. faces.
Another feature inherent in any organization is the presence of a company name. Regardless of form, type, role or classification, a legal entity must act only on its own behalf. This is especially true of such processes as civil turnover or appearance in court.
The last feature inherent in a legal entity is the presence of legal personality. We are talking about the ability to independently exercise and acquire rights, as well as to implement certain obligations. I must say that legal personality is also inherent in individuals, but to a lesser extent. In the case of legal face to legal personality is added the organizational and legal form, location, contentcharter, name and much more.
Establishment and reorganization of a legal entity
The concept, features and classifications of legal entities are described in detail in Chapter 4 of the Civil Code of the Russian Federation. However, the rules on the establishment, reorganization and liquidation of organizations are fixed in the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs". What can be learned from this regulation? It's worth starting with the order of registration.
An application is submitted to the registration authority, which is the tax office. Only an individual can be a direct applicant. The submitted document is certified by a signature. This testifies to the authenticity of the act. The applicant also indicates his passport data. A state fee of 4,000 rubles is charged for the entire registration process. This is a flat amount: it does not change depending on whether the legal entity falls into a certain type of classification.
Who can be an applicant? The law refers to the following persons:
- directly the founder of the created legal entity;
- head of the executive body or other person who has the right to act on behalf of the organization being formed without a power of attorney;
- a bankruptcy trustee applying to form one of many legal entities;
- other person acting under the law.
The applicant submits a package of documents to the registration authority. It should contain:
- constituentlegal documents. persons (originals or notarized copies);
- document confirming payment of the state fee;
- formed state registration act.
This is the bare minimum. Documents from foreign registries, various protocols, extracts and other papers can be added to the package.
Now it is worth talking about the reorganization of legal entities. Reorganization is a change in form. It can be of five types: joining, merging, splitting, transforming and separating. In the case of affiliation, one firm is merged with another. She takes her name and works according to the new rules. A merger is the same accession, but with the formation of a new organization. Here, two faces join together to form a new company. Separation involves the formation of two new faces from one. Allocation is the formation of a subsidiary or dependent organization. Finally, transformation, the most common form of reorganization, can be associated with a change procedure. For example, a firm is able to take on a new name or change its line of business.
Liquidation of a legal entity
An organization can be deleted in many ways. However, any of them will be considered a liquidation procedure. The person will lose his legal capacity, that is, the ability to exercise rights and obligations. You can classify legal entities according to the method of their liquidation.
The first group of liquidation methods can be divided into forced and voluntary. Forced deprivation of rights of a legal entity occurs in case of violationlaw. The court must rule that the atrocities that have occurred are gross, repeated or irremediable. As a result, the organization will lose its license. Voluntary liquidation of the organization occurs, as a rule, upon reaching the previously set goals by the legal entity.
If the forced liquidation is carried out by the court, then the founders of the organization organize voluntary self-elimination. After making the appropriate decision, they submit a notification to the tax authority, which decides on liquidation.
The composition of the liquidation commission may vary depending on whether a legal entity belongs to the main classifications. So, a joint-stock company breaks up with the approval of more than 75% of the votes of the general meeting. In the case of foundations, cooperatives or partnerships, things can be somewhat different. There is only one important condition: the requirements for the liquidated organization must be fully satisfied. Particular attention should be paid to creditors dependent on a legal entity.
The classification of organizations subjected to the removal procedure can be found in the State Registration Bulletin. It is there that the main information about closing legal entities is published. persons and their debts.
Next, we will talk about the basic concepts and classifications of legal entities.
Partnerships
The partnership opens the classification of legal entities in civil law. In the Civil Code of the Russian Federation, special attention is paid to this type of organization. The first thing that catches the eye is the presence ofpartnership status of a commercial cooperative. The second sign is the division of the organization into three types: full, by faith and partnership of owners.
In the classification of legal entities in the Russian Federation, a partnership is the most common form. Owners combine their shares (parts of property) in order to form a single organizational property. This is how a partnership is formed.
The full form is the most common. In this case, all participants are responsible for organizational property. The status of a general partnership is typical for small specialized firms - for example, legal, educational or audit firms. There is also a limited partnership. Actually, the responsibility of its participants does not exceed the amount contributed to the fund.
A faith-based legal entity is an organization with limited contributors. They bear the risk of losses associated with the work of the organization, but do not take part in the implementation of entrepreneurial activities. Finally, the last form of partnership is the association of property owners. Everything is quite simple here: residents of land plots, apartment buildings or summer cottages unite to share common property.
According to the Russian Civil Code, in the classification of legal entities, the partnership is the most popular organization. In this regard, its advantages and disadvantages are especially noticeable. Here are the advantages of the legal entity in question:
- keep simple and preferenti altax policy;
- easy access to credit resources;
- opportunity to expand production;
- Improve the production management process.
The partnership also has disadvantages. The most obvious disadvantage is the complicated procedure of coordination between the members of the organization. The second drawback is the impossibility of redeeming the deposit when a participant leaves the association. Finally, the last obvious minus is the complex form of responsibility of the participants.
Societies: main types and characteristics
In the classification of legal entities, companies occupy a special place. There are two main types, each of which has a number of interesting features.
Limited Liability Company (LLC) is the first form. Such a society is economic. It has a capital divided into shares. The founders of the organization are liable for obligations and are liable only to the extent of their shares or shares.
LLC is managed by some authorities. There is an OSU - a general meeting of participants. This is the main governing body. It is mandatory. Also, within the framework of an LLC, a board of directors can be created - a body whose powers will vary depending on the number of persons included in it. Separate mention should be made of the executive body and the audit (inspection) commission.
OOO has a number of interesting features. Thus, the number of people included in the organization should not exceed 50 people. Establishedsociety with one person. The minimum amount of capital is 10 thousand rubles. The founding document of the organization is the Charter.
Joint-stock company (JSC) is the second form in the considered classification of bodies of legal entities. It is easy to guess that the authorized capital of this organization is divided into a certain number of shares. Responsibility between the participants of the company is distributed within the framework of their shares.
Joint-stock companies can be closed and open. Open organizations are called public (PJSC). In this case, shareholders, the number of which can be unlimited, have the opportunity to alienate their own shares. All information about PAO should be publicly available. In closed societies (CJSC) the number of possible participants is strictly limited. The circle of persons is predetermined, the minimum amount of the authorized capital cannot be less than 10 thousand rubles.
Cooperatives and state-owned enterprises
Types of legal entities and their classification are formed depending on many indicators. This is publicity, the number of participants, the purpose and methods of their activities, and much more. Thus, a cooperative legal entity is created to achieve social or economic goals. It is based on the membership of organizations or people united to achieve material or other needs.
According to the Civil Code of the Russian Federation, the cooperative can be production and consumer. The first form is commercial in nature, the second is non-commercial. A production cooperative entity is formed for the purpose of implementing a joint productionactivities. Priority in such an organization is given to the work of its members. There may also be share contributions, with the help of which it is possible to receive dividends. One of the forms of a production cooperative is an agricultural society. It can be service, marketing, supply, horticultural, processing, horticultural, etc. This type of cooperative is created for the joint management of personal subsidiary plots.
Service, housing, construction and credit cooperatives are also included in the classification of commercial legal entities. Despite the variety of tasks being implemented, the goal of such organizations is always the same: to extract profit and further distribute it among the participants. Everything is somewhat different with consumer cooperatives. This kind of organization is like some kind of union or foundation. Its purpose is not the distribution of profits, but only the extraction of finances with their subsequent investment in the development of society. Unlike a production cooperative, participants in consumer organizations are not required to take a personal labor part in its activities. Moreover, they are not liable for the debts of a legal entity.
Another form in the civil law classification of legal entities is a unitary enterprise. This is a commercial organization that is not endowed with the right of ownership for the property assigned to it. The Civil Code of the Russian Federation specifies two forms of such enterprises: state and municipal. The property of both organizations is owned by the country, andtherefore, it belongs to the authorities only on the basis of the right of economic or operational management.
Public organizations and movements
Criteria for classifying legal entities may vary. An important role here is played by the attitude towards the state, the organizational structure, the specifics of goals, and much more. Some lawyers divide legal entities into two sectors - public and private. In addition to these two spheres, one can add a third, the so-called public sector. It is made up of non-state associations of citizens with common goals and interests.
Members of public organizations can be individuals or legal entities. It is membership that is the hallmark of an organization, unlike, for example, a movement, which will be discussed a little later.
Each public organization has its own supreme governing body. Most often it is a congress (conference) or a general meeting. This includes at least three people. This may be the chairman (president), as well as his deputies. An elected collegial body is subordinate to the governing body. His responsibilities include the development of the charter of the organization, as well as control over the activities of all participants in the legal entity. The collegial body is an executive body. It can be called a council, board, presidium, etc.
Members of a public organization exercise corporate rights, and also bear the obligation to pay membership and property fees. Any member of the organization may at any timewithdraw from the legal entity. At the same time, his membership in a public organization is inalienable.
The classification of legal entities in civil law includes a fairly large number of societies. Here we should highlight organizations, movements, foundations, institutions, political parties, bodies of public independence, and much more. All these are non-commercial entities, each of which has its own structure and character. Two societies can be included in one group: the organization, which has already been described above, and the movement.
In jurisprudence, a social movement is understood as a collective association aimed at solving political or social problems. Movements are divided into reformist and radical, progressive and conservative, local and global, peaceful and violent. The main requirement for any movement is the compliance of its actions with the law. Often, movements do not even need to be registered, but then the scope of such a society will be significantly narrowed.
Thus, the scope of concepts of legal entities and their classifications is incredibly extensive. Next, the main forms of non-profit organizations will be considered.
Non-profit corporations
Classification of legal entities in civil law is incredibly complex and extensive. The simplest division that can be applied here is the systematization of organizations into commercial and non-commercial. Commercial legal entities have as their goal the extraction of profit with its further distribution among the participants. Non-profit institutions can spend the received financesonly for their own modernization.
In the Civil Code of the Russian Federation, organizations are also referred to as corporate bodies. Signs and classification of legal entities of a corporate type are enshrined in a separate paragraph of the Law. Here you can find information about consumer cooperatives, public organizations and movements, associations of property owners and other institutions that do not aim to receive finance. Associations and unions make up the first group. It should be noted right away that there are no differences between these bodies. They are created and liquidated in one form. Their participants have similar constituent documents, and also bear the same subsidized responsibility. At the same time, small organizations are called associations, and those that are larger are called unions.
The next form of a non-profit legal entity in the classification is the Cossack Society. Everything is simple here: Russian Cossacks must be registered and form legal groups. Next to them, you can put the indigenous peoples, which are also referred to in the Law. Consanguineous or territorially neighboring associations must register themselves as legal entities for their own convenience. Thus, the status of organizations gives individual nations a large number of benefits and indulgences. They are allowed to fish, hunt, build national buildings and perform religious rites, and most importantly, receive timely assistance and protection.
The last form of non-commercial corporations are bar associations. These are the instances where lawyers legally exercise their professionalactivity. Despite the fact that the lawyers themselves receive a salary, they do not receive a penny from the Bar Association. Such a legal entity is non-commercial, and therefore it is necessary only for the legal protection of lawyers and the competent construction of their professional activities.
Foundations and religious organizations
Foundation means a non-profit organization of a unitary type. It has no membership and can be established by any person - natural or legal. The Fund exists thanks to voluntary property contributions and pursues socially useful goals. These can be cultural, educational or charitable.
As well as most legal entities from non-commercial or commercial classifications, funds operate on the basis of the charter - the main organizational document. The charter contains information about the name of the person, his location, tasks and goals, nature of activity, organizational structure, etc. The supreme controlling body of the fund is the Board of Trustees. He oversees all persons in the organization. The same council determines the fate of the fund's property. Thus, the participants of the organization are prohibited from appropriating the fund property or disposing of it in any way. The property of the organization is used only in strict accordance with the purposes prescribed in the charter. The foundation must publish property use information annually.
For example, several large Russian funds should be singled out. These are charitable organizations."Mercy" and "Give Life", the infamous "Anti-Corruption Fund", the state-dependent "Pension Fund of Russia" and much more.
Funds have a lot of problems with property, especially in the Russian Federation. Representatives of non-profit organizations are often "tempted" to engage in entrepreneurial activities with available funds. Honest and timely auditing can be the solution to the problem. This procedure will help "improve" the organization, and sometimes completely restore the legal entity in legal capacity.
In the classification of legal entities, one more form of non-profit instance should be singled out - a religious organization. This is a voluntary association of people formed for the purpose of professing and spreading religious beliefs. It is for this type of organization that there are the greatest number of benefits and indulgences. They are exempt from taxation, they are allowed to "collect" the former church lands, and finally, religious education is not forbidden in modern society. There is only one condition for such organizations: they must act in strict accordance with the laws of the Russian Federation.
It is on the example of religious institutions that one can trace the significance of the classification of legal entities. Different organizations have different requirements. The processes of formation, reorganization and liquidation are completely different from each other. And this is essentialadvantage in the modern civil sphere. Individuals who wish to form an organization have many options before them to form one.
Institutions
Having analyzed the basic concepts, types and classifications of legal entities, we should turn to the last form of organization: institutions. This institution differs from funds in a few elements, but the main thing is in the type of property management. Thus, the founder of the instance manages the organizational property. That is why it is called an institution.
According to the Civil Code of the Russian Federation, the founder can be an individual or a legal entity. He has the right of "operational management", which consists in complete control over everything that happens in the organization. The co-founder procedure is also allowed - the creation of a legal entity by several persons. The founders can either independently manage the institution or do it through intermediaries - "manual" leaders.
There are several types of institutions. The law divides them into private, as well as state and municipal. Private instances are managed by an independent person, while public ones are managed directly by the state. Government officials have state property at their disposal, which is subject to special protection.
From the well-known Russian institutions, all authorities should be singled out - executive, legislative, and judicial. In the systems and classifications of legal entities, the concept of "public institution" occupiesfirst place. There are also quite a few private institutions in Russia. These are various legal, cultural, social and other instances.
