A legal entity is recognized an organization that owns, economically or operatively manages isolated property and is liable for its obligations with this property may, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court. Legal entities must have their own balance sheet or estimate.
Traditionally, there are 4 signs of a legal entity:
property independence,
organizational unity,
independent property liability for obligations,
speech in civil circulation and in court on its own behalf.
1) The main feature of a legal entity is property independence.
A legal entity can own property on one of the property rights
ownership,
the right of economic management,
the right of operational management.
Most legal entities are the owners of the property transferred to them by the founders. These include all commercial organizations, except for state and municipal unitary enterprises, as well as non-profit organizations, excluding institutions. The legal entity has an authorized capital (share capital, etc.). Regulatory legal acts provide for certain requirements for its size. In particular, the minimum authorized capital of an open company must be at least a thousand times the minimum wage established by federal law on the date of registration of the company, and closed society- not less than a hundredfold of the minimum wage established by federal law as of the date of state registration of the company (Article 26 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies"). In accordance with the Directive of the Central Bank of Russia dated December 1, 2003 No. 1346-U “On the minimum amount of the authorized capital for established credit institutions, the amount of equity (capital) for operating credit institutions as a condition for the creation of their subsidiaries on the territory of a foreign state and (or ) opening their branches, the amount of their own funds (capital) for non-bank credit institutions applying for the status of a bank ”10, the minimum authorized capital for newly created banks, regardless of the share of foreign capital in them, should be an amount equivalent to 5 million euros.
2) Sign of organizational unity consists in the fact that each legal entity is an organization with a certain structure, and in some cases branches and representative offices, governing bodies that are reflected in constituent documents:
memorandum of association,
the general regulation on organizations of this type (clause 1 of article 52 of the Civil Code).
If it is necessary to carry out activities outside its location, a legal entity can create representative offices and branches. In accordance with Art. 55 of the Civil Code of the Russian Federation representation is a separate subdivision of a legal entity located outside its location, which represents the interests of a legal entity and protects them.
Branch is a separate subdivision of a legal entity located outside the place of its location and performing all of its functions or part of them, including the functions of a representative office. A branch carries out a wider range of functions than a representative office. Representative offices and branches are not legal entities and do not themselves participate in civil circulation. Heads of representative offices and branches are appointed by a legal entity and act on the basis of its power of attorney. These persons represent the interests of a legal entity and act on its behalf, and not on behalf of a branch or representative office. 3) Another important feature of a legal entity is its independent property liability for obligations. In accordance with Art. 56 of the Civil Code of the Russian Federation, legal entities, except for institutions financed by the owner, are liable for their obligations with all property belonging to them. The property of a legal entity is initially formed by depositing the authorized (share) capital (authorized, share fund) and is listed on the balance sheet (for an institution - an estimate). The founder (participant) of a legal entity or the owner of its property is not liable for the obligations of the legal entity, and the legal entity is not responsible for the obligations of the founder (participant) or owner, except for the cases provided for by this Civil Code of the Russian Federation or the constituent documents of the legal entity. So, if the insolvency (bankruptcy) of a legal entity is caused by the founders (participants), the owner of the property of the legal entity or other persons who have the right to give instructions binding on this legal entity or otherwise have the ability to determine its actions, on such persons in case of insufficient property of the legal entity a person may be entrusted with subsidiary liability for his obligations. 4) Each legal entity acts in civil circulation on its own behalf, can be a plaintiff and a defendant in court. According to Art. 54 of the Civil Code of the Russian Federation, a legal entity has its own name, containing an indication of its organizational and legal form. The names of non-profit organizations, and in cases provided for by law, the names of commercial organizations must contain an indication of the nature of the legal entity's activities. Entity that is a commercial organization must have a corporate name that includes an indication of the organizational and legal form and a distinctive element of the legal entity (for example, Bolshevik Limited Liability Company).
types of legal entities persons
Legal entities can be classified according to several criteria.
1. By the nature of their activities, legal entities are divided into commercial and non-commercial:
commercial organizations are organizations that, as the main goal of their activities, pursue the extraction of profit, as well as distribute the profit among the participants. These include business companies and partnerships, production cooperatives, state and municipal unitary enterprises;
non-profit organizations are organizations that do not have profit making as the main goal and do not distribute the received profit among the participants. These are consumer cooperatives, public or religious organizations, institutions financed by the owner, charitable and other foundations, etc. The list of non-profit organizations given in the Civil Code is open. Non-profit organizations can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created.
2. By the types of rights of founders (participants) in relation to legal entities or their property are distinguished:
legal entities in respect of which their participants have rights of obligation (business companies and partnerships, production and consumer cooperatives). The organization itself becomes the owner of the transferred property;
legal entities to whose property the founders have the right of ownership or other proprietary right. Thus, state and municipal unitary enterprises, as well as institutions financed by the owner, own property on the basis of the right of economic management or operational management;
legal entities in respect of which their participants do not have any property rights (public and religious organizations (associations); - charitable and other foundations, associations of legal entities (associations and unions).
3. According to the organizational and legal form, commercial legal entities can be divided into:
business partnerships, which are primarily an association of persons and therefore presuppose the personal participation of the members of the partnership in its affairs and personal-trusting relations between the participants;
business societies, which are associations of capital and therefore do not imply personal participation of members of the society in its affairs;
unitary enterprise;
production cooperative.
A general partnership is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations with property belonging to them.
1. The participants are jointly and severally liable for the obligations of the partnership, for the performance of which there is not enough property. This means that the creditor of the partnership, under certain circumstances, can foreclose on the personal property of any partner of his choice, on the property of several or all of the partners.
2. A participant in a full partnership is obliged to personally participate in the activities of the partnership. Each general partner has the right to act on behalf of the partnership, unless otherwise provided by the memorandum of association. The comrades can conduct business activities jointly, i.e. by unanimous decision (agreement) of all participants to complete each transaction of the partnership. The comrades may also entrust the conduct of business to one or more of the comrades by proxy from other comrades.
3. A person can be a member of only one partnership, since otherwise the interests of the two partnerships may be in conflict.
4. Withdrawal of one of the participants from the partnership, his death, etc. in principle, should entail the termination of the partnership, but the memorandum of association may provide otherwise.
A participant can leave the partnership by announcing his resignation 6 months before. In this case, he is paid the value of a part of the partnership's property corresponding to the share of this participant in the contributed capital, and not the property in kind that he contributed to the partnership. This happens because the partnership becomes the owner of such property, and the participant only has the right to demand payment of the liquidation quota.
The heir of a deceased partner or a third person to whom the outgoing partner intends to transfer his share may become a member of a full partnership only with the consent of its other participants. This is due to the personal relationship of trust on which the full partnership is based. After all, the rest of the comrades may not trust the new face.
A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with their property (general partners), there are one or more participants - contributors (limited partners) who bear the risk losses associated with the activities of the partnership, within the amount of their contributions and do not take part in the partnership's entrepreneurial activities.
The investor cannot dispute the activities of the general partners, he has the right only to receive part of the partnership's profit, he can get acquainted with the financial documents of the partnership, he can leave the partnership, taking his contribution, he can transfer his contribution to another investor or a third party.
A consumer cooperative is a voluntary association of citizens or legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members (for example, a housing construction cooperative). Making a profit is not the main goal of a consumer cooperative.
Public and religious organizations (associations) - voluntary associations of citizens in the manner prescribed by law on the basis of their community of interests to satisfy spiritual or other non-material needs. Members of such organizations do not retain the rights to property transferred by them to these organizations, including membership fees.
Foundations are a non-profit non-profit organization established by citizens and / or legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful purposes. The property is the property of the foundation and is used only for the purposes for which the foundation was created. The fund can be liquidated only by a court decision at the request of interested persons in the cases specified in the law. In the event of the liquidation of the fund, its property remaining after the satisfaction of the creditors' claims is directed to the purposes specified in the charter of the fund.
An institution is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part.
The property is assigned to the institution on the basis of the right of operational management. This means that the organization owns, uses and disposes of this property in accordance with the law, the goals of the activity, the tasks of the owner, the purpose of the property. The institution is not entitled to dispose of the property assigned to it and property acquired at the expense of the funds allocated to it according to the estimate.
Legal entity creation - 4 stages
The creation of a legal entity is not difficult, as it might seem at first glance. You will understand this after reading this article. If the creation of a legal entity is divided into 4 general stages of creation, then they will look like this:
Stage 1. Choice of organizational and legal form.
Exists the following types legal entities:
- Commercial organizations.
- Non-profit.
The first are created with the aim of making profit from the activities carried out and distributing it among the members of the created organization.
The main purpose of creating the second is not to make a profit, and therefore they cannot distribute it among the participants. Non-profit organizations include: ZhSK, political parties, charitable foundations, GC, mutual insurance societies and others.
Since we have a website about business, we will not consider non-profit organizations, but we will talk further about the first - commercial organizations. So, carefully read the plate in order to understand which organizational and legal form of a commercial enterprise to choose.
Stage 2. A meeting of founders to make a decision on the creation of a legal entity.
At this stage, a meeting of persons wishing to organize a legal entity is held. It can be either a sole body or a meeting of founders. In addition to the main issue, at this meeting it is necessary to resolve another number of important issues:
| Election of governing bodies | |||||
| Sole executive body | Board of Directors (Supervisory Board) | Collegial executive body | Revision Commission | ||
| OOO | It is necessary to elect | if provided by the Charter | if provided by the Charter | Must be elected if the number of LLC participants exceeds fifteen, and the charter does not provide otherwise | |
| JSC | It is necessary to elect | Must be elected for public JSCs, as well as for non-public JSCs, if the number of owners of voting shares is at least 50 | not necessary | It is necessary to elect | |
| Partnerships | — | — | — | — | |
| Production cooperative | mandatory if more than ten members | optional if more than fifty members | mandatory if more than 10 members | It is necessary to elect | |
| Business partnership | It is necessary to elect | — | — | not necessary | |
| State unitary enterprise | It is necessary to elect | — | — | — | |
| Peasant (farm) economy | It is necessary to elect | — | — | — | |
It is not mandatory to indicate the legal address in the constituent documents, but for registration in the Unified State Register of Legal Entities, this must be done.
Since the end of 2015, the legislator has mandatorily established that the legal address must correspond to the actual location of the organization and its representative bodies. Otherwise, the company suffers a non-receipt of legally relevant correspondence.
When changing the legal address, it is mandatory to inform about it in the Unified State Register of Legal Entities.
The FTS has the right to refuse registration of a commercial organization if the data on the legal address is not true.
This is what you should get after the meeting.
You can download the minutes of the general meeting by clicking on the links below:
- Sample minutes of the general meeting of founders of LLC
- A sample of the decision of the sole founder to establish an LLC (set capital - money)
- A sample of the decision of the sole founder to establish an LLC (capital - property)
If authorized capital or part of it is formed in whole or in part at the expense of funds, then it is necessary to open a savings account.
Before the state. registration or after state. registration of a legal entity (depending on what you have written in the agreement), all founders are required to make payment to the authorized capital, in accordance with their share in it.
To open of this account you will be required to have the following documents:
- Statement with signatures of all founders. If 1 of the participants is another legal entity, then it must be stamped on the application for opening a savings account.
- Original + notarized copy of the minutes of the general meeting on the creation of a legal entity.
- Original + notarized copy of the charter.
- If all documents are submitted through a representative, then a power of attorney.
Stage 3. Registration of a legal entity.
Only after registration in the Unified State Register of Legal Entities can a legal entity officially carry out commercial activities. The date of registration in the register is the date the legal entity was created.
Registration takes place at the Federal Tax Service at the location of the legal entity.
If any of the documents is submitted on more than 1 sheet, it must be bound and numbered.
If documents are not submitted personally by an authorized person (for example, through the MFC or through a representative), then a notarized power of attorney is required. A power of attorney is not needed if you send all documents through a notary. This procedure possible from 01.01.2016.
The term for registering a legal entity with the Federal Tax Service is 3 days.
Download the application in the prescribed form P11001, with the latest changes, you can contact us.
Some requirements for completing the application:
- The application is filled in in capital capital letters.
- The name of the company must be in Russian only.
- For each founder, his own sheet H is filled in. Do not rush to sign this sheet. This must be done in the presence of a notary who will certify your signature.
- TIN of individuals is indicated without fail, if available.
VThe PDF file contains a detailed sample of filling all pages.Excel andDoc blank forms to fill out.
- A sample of filling out an application for registration of a legal entity ( PDF)
- Excel)
- Application for state registration of a legal entity upon creation ( Doc)
You can download a sample charter from us. It is universal when creating an LLC. You can make your own adjustments, delete items you don't need, or leave it as it is and use it for your company. All provisions of this charter comply with latest changes in the legislation.
- Charter LLC sample
As you already understood from the article, a contract is required when creating a JSC. We also invite you to download its sample below. It is versatile.
- Form (sample) of the contract when creating a joint-stock company
- Form (sample) of the contract when creating a PJSC
Each organizational and legal form may have its own requirements for registration. Therefore, we advise you to read the following articles:
Stage 4. Post-registration procedures.
In order for a commercial organization to function fully, it is necessary to carry out all the procedures listed below, which are possible only after the registration of a legal entity.
On initial stages... A well-chosen form of taxation will save you a lot of effort, time and money.
That's all. Good luck in business!
In the marketplace, people enter into different relationships. Interaction is carried out directly by isolated individuals and indirectly. In the latter case, citizens act through different associations. Any such group acts as a whole. People unite in it, having a common interest, goals and objectives. Groups can be formalized and informal. In the latter case, they operate without any legal form. Formalized associations receive the status of legal entities or another category provided by law.
GK
The 48th article of the Code defines a legal entity. It lists the main features of the association. The article defines that a legal entity is an organization that possesses property on legal rights, is responsible for its own obligations. The status presupposes the ability of the association to realize real and non-property rights, to act as a defendant / plaintiff.
The main signs
A legal entity is an organization that owns, economic management, operational management of a certain property complex. In this case, material values must meet a number of criteria. A legal entity is an organization that has a separate property. It should be accounted for on an independent balance sheet.
A legal entity is an organization that separately from its participants bears property liability. This means that the company is not liable for the debts of the founders. Participants, in turn, are also not responsible for the obligations of the company.
A legal entity is an organization, able to appear in court as a defendant and a plaintiff. Any legal association has legal capacity. The certificate of state registration acts as a document confirming the legality of the association.
A legal entity is recognized the enterprise, the record of which is made in the Unified State Register of Legal Entities. In accordance with the law, the beginning of the company's existence is determined by the calendar date of entering information about it in Single register... Another sign concerns participation in civil circulation.
A legal entity is an organization acting on its own behalf and not on behalf of the founders. The association independently acquires and implements property and non-property (personal) rights, and performs duties.
Classification criteria
The Civil Code divides associations according to several criteria:
- The purpose of the activity. An organization can be created to make a profit or to carry out tasks that are not related to generating income.
- Organizational and legal form. There are several of them in the legislation. A legal entity is an organization that has one specific organizational and legal form.
- Specificity of interactions between the association and its founders. In this case, the presence / absence of the participants' ownership of the contributions that they make to the property of the legal entity is taken into account.
purpose of work
According to this criterion, enterprises are divided into two large categories: non-profit and commercial. The former are not involved in entrepreneurship. Their purpose is not related to the receipt of income, which, in turn, is not distributed among the participants. A commercial enterprise engaged in entrepreneurial activities aimed at obtaining monetary benefits.
In the Civil Code, the difference between these associations is summarized as follows. Both the first and the second company have the right to profit from their activities. However, a commercial structure can distribute the generated income among the participants, and in a non-profit association, funds are directed to the implementation of statutory tasks.
Organizational and legal type
It is a complex of certain characteristics that are objectively distinguished in the system. common criteria and significantly distinguish a particular firm from many others. Business partnerships / societies, production cooperatives, municipal and state unitary enterprises are distinguished in the class of commercial companies. The second group of legal entities includes:
- Religious and public associations.
- Institutions funded by the owner.
- Charitable foundations, etc.
Specificity of relations
By the nature of interactions between the enterprise and its participants, there are two groups of companies. The first includes organizations in which the founders retain ownership of their contributions to the association they create. Moreover, the latter does not own or dispose of them. The second group includes enterprises in which the participants do not have ownership of the deposits, since it is transferred to the organization. Within this category, two subtypes are distinguished:
- Enterprises where the founder, in return for the contribution, receives some liability rights in relation to the association.
- Companies in which a member does not acquire any legal capacity by giving a contribution.
The first subtype includes unitary municipal and state-owned enterprises, as well as institutions financed by the owner. Among them are consumer and business societies and partnerships. The second subgroup includes all other companies. These include charitable and other foundations, religious societies, unions, associations that unite enterprises, and other non-profit structures.
Legal status of property
A legal entity is an organization that owns certain material values. This category includes cooperatives, non-profit enterprises, with the exception of institutions.
As mentioned above, the property complex must meet a number of requirements. A legal entity is an organization that owns material assets that are on an independent balance sheet. In other words, everything that is not documented cannot be attributed to the property of the company. Simply put, the participant's contribution before being fixed in the balance sheet is not the property of the legal entity.
In addition to the above, there are unitary municipal and state-owned enterprises, subsidiaries. The property is transferred to them for economic management. The law provides for the provision material values c Property and institutions have this right.
Constituent documents
A legal entity is recognized an enterprise registered in accordance with the established procedure. To carry out this procedure, it is necessary to perform a number of activities. First of all, the creation of an organization begins with the preparation of documentation. It includes the charter and the decision on the establishment of the enterprise. It should be said that the registration and approval of these documents should be carried out on general meeting participants. If the company is created by one subject, then he makes all decisions individually. At the stage of registration of constituent documents, it is important to choose the right main type of company activity.
The charter
This document is considered one of the main ones for the enterprise. The charter defines the main type of the company's activities, the duties and rights of the founders, financial policy, responsibility, ways of distribution of profits. Sections of the document are discussed at the general meeting. Questions and questions are recorded in the minutes. decisions taken on them. If there is only one founder, then he, accordingly, does everything on his own. The charter indicates the name of the enterprise (full and abbreviated), organizational and legal type.
In the event of a reorganization, changes must be made to the document. The decision on them is also made at the meeting. Any amendments to the charter are subject to state registration. The FTS provides a decision of the meeting and a new document. The changes will take effect from the moment the corresponding entries are made in the register.
Authorized capital
Its presence is a mandatory requirement of the law. The amount of capital, in accordance with the legislation, is 10 thousand rubles. State registration is carried out in the presence of at least 50% of the specified value. The company must have a bank account. The registering authority, along with the rest of the documents, is provided with a certificate of the availability of a bank account with the required amount.
Ares Enterprise
Previous legislation required the registration of a company at the place of its direct activity. That is, they were supposed to be non-residential premises. At present, even the apartment where the owner of the organization lives can act as a legal address. However, it should be borne in mind that if there is only one owner, then only a title document is required. If there are several apartment owners, you will need to provide written consent from each of them. If the enterprise already has premises, then the document on the basis of which it is used is presented to the registering authority. This can be a lease agreement, ownership of the building, etc.
Submission of documents to the Federal Tax Service
The tax office is the registration authority. Before submitting the documentation, you must pay the state fee. The application for registration is attached to the package of documents. Its form is issued at the inspection and is filled in according to the sample. Simultaneously with the documents, you can submit an application for the taxation system. It should be noted that by default the newly created society will use OSNO. If this is unprofitable for the company from a financial point of view, then it makes sense to immediately write a statement about the transition to the simplified tax system. You can also submit it after receiving the certificate of state registration within five days. If the application is not submitted, the company will pay all taxes stipulated by the OSNO (profit, property, VAT, etc.).
Final stages
A legal entity is an enterprise that possesses means of identification. They are primarily the name and seal. The name of the company is chosen in accordance with the requirements of the law. The press does not use the word "Russia" and its derivatives, as well as the coat of arms of the Russian Federation, with the exception of cases established in the norms.
Conclusion
Currently, there are a huge number of legal entities. In international practice and foreign legislation, other types of enterprises are determined that are not provided for by domestic norms. This situation reflects the characteristics of the economy of certain countries, a long history of the development of market relations. In the future, other types of organizations are likely to appear in Russia as well. For this, the appropriate prerequisites must arise.
A legal entity is the main business entity. Its essential and defining features were formed back in the Soviet legal science, fixed in practice and preserved in the civil legislation of almost all states in the post-Soviet space.
The company and legal entity should not be identified: the former is only a variation of the latter. Sometimes a legal entity is considered by default to be created for the purpose of making a profit, while a number public organizations and government agencies, being legal entities, have completely different goals, far from making a profit.
Signs of a legal entity: briefly about the main thing
To correctly identify a legal entity, one should understand the distinctive features of this legal institution. The signs of a legal entity include:
- organizational unity;
- legal capacity and capacity to act;
- the presence of separate property and the ability to bear property liability;
- the ability to act in court as a plaintiff, a defendant and a third party.
Below we will consider these signs in more detail.
Organizational unity
A legal entity is, first of all, an organization that has a certain organizational structure, as well as individual or collegial management bodies that implement the legal entity's legal capacity.
The right to determine the organizational structure of a legal entity is enshrined in the constituent documents and, as a rule, belongs to the exclusive competence of the legal entity. The governing bodies are also determined by the constituent document of the enterprise. It can be either a sole management body represented by a director, or a collegial one, for example, a board headed by a chairman. The procedure for appointing governing bodies, their type, powers largely depend on the organizational and legal form, goals and scope of activity of the created business entity.
The organizational chart is the basis for a number of important documents:
- staffing table;
- functional responsibilities;
- the order of interaction of structural divisions;
- calculation of the payroll.
If a legal entity is in state or municipal ownership, then the procedure and conditions for approval are introduced in the constituent documents organizational structure with a higher authority, as well as the procedure for the appointment, approval of the composition and control over the activities of the management bodies of such an entity.
Separate property
Some theorists express the position that the presence of separate property does not belong to the characteristics of a legal entity. This is hardly the case.
A legal entity is an independent subject of commodity-money relations. By participating in the economic turnover, it gets the opportunity to independently acquire property rights and fulfill obligations, as well as be responsible for the obligations assumed. All this is ensured by the presence of a separate property of a legal entity.
Property is not necessarily a material object. It may include property rights, bank deposits, rights to securities and other types of contributions.
Property, as a rule, is transferred to the organization by its founders for conducting economic activities, however, from the moment of state registration, the transferred assets become the property of the newly created entity - a legal entity. That is why property is called detached.
Its isolation is guaranteed by the delineation of responsibility of the legal entity and its founders: the former is not responsible for the obligations of the latter, and vice versa.
Legal capacity and capacity
The legal capacity of a legal entity arises from the moment of its state registration - from the date of making the corresponding entry in the register in the manner prescribed by law.
Legal capacity, as a rule, arises simultaneously with legal capacity. An exception is the situation when the statutory activity of an enterprise is subject to licensing (patenting) or other licensing procedure carried out by authorized state bodies. In this case, the legal capacity of a legal entity begins from the moment of the official issuance of a permit.
A legal entity realizes its legal capacity through the governing bodies created by it and in the manner prescribed by the constituent documents. The ability to acquire property rights and obligations on its own behalf consists in the ability of a legal entity to conclude agreements, contracts and agreements, including labor agreements, to act as a party to obligations and be responsible for their implementation. The legal capacity also includes the right of third parties to bring claims, lawsuits to the organization, to foreclose on the property belonging to it.
Right to be a party in court
To protect its interests before counterparties and other participants in economic turnover, a legal entity receives the right to act in court as a plaintiff, defendant or third party. In this case, the organization acts on its own behalf, and not on behalf of the founders.
When participating in a legal proceeding, the governing body of a legal entity has the right to appoint a representative acting under a power of attorney. The power of attorney is issued by the governing bodies that have such powers in accordance with the constituent documents of the organization.
What does not apply to the characteristics of a legal entity?
It is important to correctly determine the essential features of a legal entity as a business entity, which help to distinguish it from related concepts, since for different categories different legal procedures and consequences are provided.
There are a number of signs that are mistakenly attributed to a legal entity. Such features may be characteristic of other legal institutions and are not decisive for an organization. Below are some of them.
Powerful powers
Often, the competence of the governing bodies of an organization is equated with powers of power, but these concepts are not identical. The governing bodies of a legal entity perform the functions provided for by the constituent documents, and only within their own competence to regulate the economic activities of the controlled entity.
Powerful powers are inherent in government bodies that regulate a certain area of public relations in the ways provided for by law:
- the publication of normative legal acts;
- issuance of permits;
- suspension of economic activities of individual entities.
The difference lies in the fact that the powers of power of state bodies extend to an indefinite set of economic entities of the state. The powers of the management bodies of an organization extend only to the economic activities of a specific legal entity and are characterized as management functions. As you can see, the presence of authority does not belong to the signs of a legal entity.
Separate subdivisions
The defining features of a legal entity mistakenly include the presence separate subdivisions: branches, representative offices and other structural units with special rights.
It should be clarified that the creation of such divisions is precisely the right, and not the obligation of a legal entity provided for by law. So, an organization can allocate part of its property and, on its basis, create a separate structural unit with extended economic rights, for example, the right to independently conclude contracts on behalf of a legal entity, the right to accept and dismiss employees of the unit.
At the same time, a separate subdivision does not become a separate business entity and exercises only those powers that are determined for it by a legal entity and are enshrined in a power of attorney and position.
As you can see, the presence of separate subdivisions does not apply to the characteristics of a legal entity: the performance of duties and the use of the rights of the parent organization is carried out by the branches partially and within the limits stipulated by the constituent documents.
Receiving a profit
Profit acts as one of the indicators of economic activity, is reflected in the balance sheet and is an object for calculating taxes. That is why profit is often mistakenly considered a mandatory feature of a legal entity.
At the same time, organizations can be created for different purposes. These goals are fixed in the constituent documents and are reflected in the further economic activities of such an entity. Purposes can be both commercial and non-commercial. Depending on this, a legal entity can be profitable or unprofitable.
Thus, making a profit is an indicator of the economic activity of commercial organizations and does not apply to the mandatory features of all legal entities.
Legal address
The state registration of the organization being created is carried out in accordance with the procedure established by law, and involves the mandatory indication of its legal address.
The law stipulates that the location of a legal entity is the address indicated in its constituent documents. The charter or other constituent document of an organization necessarily contains a legal address: as a rule, this is the location of the governing body.
At the same time, the organization is sometimes located at the actual address in its owned or rented premises or assigns a separate address for receiving mail. As a result, an organization may have several official addresses assigned to it on various legitimate grounds.
It is clear from the foregoing that the legal address is a mandatory requisite of the constituent documents and a condition for state registration, but does not apply to the essential characteristics of a legal entity.
Availability of a seal
In itself, the presence of a seal on the document does not confirm the authority of the signatory. Its competence is verified by the constituent documents or a duly certified power of attorney issued by the governing body of the legal entity.
Legislation may provide for the mandatory certification of the signature of a member of the governing body or a representative with the seal of the organization, or it may not oblige a legal entity to receive a seal at all, so that a seal is not an obligatory feature of a legal entity.
Such are General characteristics a legal entity as the main subject of economic turnover and a participant in commodity-money relations.
A legal entity is an organization with rights, performing duties, since it is legally registered. This is a company that owns property, which it manages and is responsible for its debts and obligations. Legal entities carry out the implementation civil rights are participants in lawsuits. However, this education with self-management and the presence of property is not limited to its members or employees.
Signs of a legal entity.
There are several types of features that distinguish a legal entity and its type.
- Formal - state registration.
- By limiting functions: registration, the presence of constituent documents, articles of association, addresses, controlled activities with observance of the law, controllability (subordination to supervision), accounting.
- Material, of which four are allocated to determine a legal entity in our (RF) territory. Their list is as follows.
1. Organizational unity. In the constituent documents, the charter sets out the enterprise management system, defines the functions, lists the divisions. The company can be managed individually or collectively. In the first case, the only founder can combine the positions of director, chairman. In the second, the management is carried out by the board of directors through the general meeting.
2. The presence of a separate (detached) property in the ownership. This is the statutory fund and the balance sheet of the enterprise - a bank account.
3. The responsibility of the company for the possible risks of its property. If debts appear in the course of activities, the calculation will be carried out at the expense of the property of the enterprise, but not of its participants. It is possible to bring founders to additional liability, including property liability.
4. The opportunity to independently participate in civil proceedings, being a plaintiff or a defendant, acquiring rights and obligations.
Types of legal entities.
The purpose of the activities of legal entities divides them into commercial and non-commercial institutions. The first are subordinated to the extraction of profit in the course of entrepreneurship and its distribution among the members of the enterprise. The latter cannot have the main purpose of arriving, but are engaged in cultural, social, scientific or educational activities... As well as governance, health care, sports, advocacy, or other public needs. Business activities possible, but the profit goes towards the realization of the main goal.
Commercial institutions are:
- society;
- partnerships;
- production cooperatives;
- enterprises with indivisible property (unitary);
- state and municipal companies.
Non-profit organizations include:
In fact, the list of organizations is even more extensive. At the same time, commercial companies are subject to the Civil Code of the Russian Federation (Civil Code), and non-commercial companies can be guided by other organizational forms and laws.
There is also a division of legal entities according to the following parameters.
- Form of ownership. These are state and private companies. And
- By the form of law: public or private.
- Classifies similar organizations and the composition of the founders. The initiator of education can be the state, other legal, etc.
- The different nature of the rights of members: with and without ownership of the property of the enterprise; having obligations (for example, in a partnership).
- By the scope of the law: operational management of property; housekeeping; others with ownership of property.
Registration of a legal entity.
From the moment of its inception, a legal entity demonstrates its legal capacity. To do this, he needs to go through state registration, after which he is entered into the state register. Legal capacity is distinguished as universal and special.
- General (or universal) legal capacity implies the existence of civil rights and obligations through which legal activity is carried out. It is inherent in all commercial organizations, which does not depend on the type of their activities.
- Limited or special legal capacity is also inherent in all commercial enterprises, since they are created for specific purposes, achieved by certain methods.
Registration is carried out with the tax authority corresponding to the territorial affiliation of the organization's address in the manner determined by No. 129-FZ dated August 8, 2001. In this case, a fee of 8,000 rubles is paid and documents are submitted: an application, a decision to create a company with a protocol, to establish it.
Termination of activity.
Termination of the activity of a legal entity is possible in the form of reorganization or liquidation. From that moment on, the former organization is deprived of legal capacity. Upon reorganization, property rights and obligations are transferred to other persons. This procedure takes place in the form:
- mergers;
- joining;
- separation;
- transformation.
Upon liquidation, the activity is terminated without transferring rights to other persons. This procedure is voluntary, as a result of the decision of the founders, or compulsory, carried out as a result of a court decision. The latter case is possible in case of bankruptcy or identified violations of the law. Both procedures are documented by an entry in the unified state register.
Conclusion.
Corporations using the provision that the property of an organization does not belong to its members, and the term "individual" should not be included in the concept of this association, existed in antiquity. In Rome, it was proposed to call them “fictitious persons”. With the development of this theory, it was recognized that the property of companies has a designated purpose and serves the object. As a result of the expression of diverse views on this topic, a legal entity was recognized as a real entity in modern market economy... It exists in various forms, possessing the above characteristics.