"Enterprise" as a special organizational and legal form of a commercial organization that is not the owner of its property (clause 1, article 113 of the Civil Code of the Russian Federation), is retained by the new Civil Code only for state and municipal property. The previous law on enterprises and entrepreneurial activity allowed the creation of "enterprises" - not owners - to all other owners, and not just the state: public and religious organizations, foundations, and even individual citizens.
As a result, “individual (and family) private enterprises” (IPI) appeared), which were built on the model of state enterprises, that is, they did not have ownership of their property and were in fact completely controlled by the founding owners, who did not bear any property liability for the debts of such organizations. These individual entrepreneurs themselves did not even have a minimum statutory fund, since there were no requirements for its size in the legislation. PPI was a figure with the help of which the founder-owner limited or simply excluded his liability for debts to third parties - counterparties of the PPI created by him. At the moment, the ICHP has been abolished, there is an "Individual Entrepreneur ...".
State and municipal enterprises under civil law are unitary enterprises. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. An important provision is that the property of a unitary enterprise is indivisible and cannot be distributed by types (shares, shares), including among its employees.
The property of a state or municipal enterprise is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management.
AT Russian Federation in accordance with the first part of the Civil Code of the Russian Federation, two types of unitary enterprises are created and operate:
based on the right of economic management of property, which is created by decision of an authorized state body or local self-government body;
based on the right of operational management of property, which is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. Such an enterprise is considered a federal state-owned enterprise.
The former have a wider range of property rights than the latter:
they have a statutory fund;
they have the opportunity to create subsidiaries;
the owner of the property of these enterprises, as a rule, is not liable for the obligations of the enterprises.
In their activities, state and municipal enterprises are guided by the Civil Code of the Russian Federation and the subsequently adopted Law on State and Municipal Enterprises, as well as other regulations regulating the activities of this type of enterprises.
According to paragraph 4 of article 113 of the Civil Code of the Russian Federation, the management body of a unitary enterprise is the head, who is appointed by the owner or an authorized body by the owner and is accountable to him. Unitary enterprise after state registration acquires the status of a legal entity with all the rights and obligations arising from the Civil Code of the Russian Federation. The charter of a unitary enterprise based on the right of economic management is approved by the authorized state body or local self-government body, and the charter of a state-owned enterprise is approved by the Government of the Russian Federation.
The charter of a unitary enterprise must contain information about the subject and goals of the enterprise, about the size of the authorized capital of the enterprise, the procedure and sources for its formation, its location, the name of the enterprise and other information must be indicated. A feature of the company name of a unitary enterprise is an indication of the owner of its property, and the company name of an enterprise based on the right of operational management should contain an indication that the enterprise is state-owned.
A unitary enterprise is liable for its obligations with all its property, it is not liable for the obligations of the owner of its property. The owner of the property of state and municipal enterprises is not liable for the obligations of the enterprise, except for the cases provided for in paragraph 3 of Article 56 of the Civil Code of the Russian Federation.
A state-owned enterprise is liable for its obligations with property, and if there is an insufficiency of property at a state-owned enterprise, then the Russian Federation bears subsidiary liability for its obligations on the basis of paragraph 5 of article 115 of the Civil Code of the Russian Federation. The owner of property assigned to a state-owned enterprise has the right to withdraw surplus, unused or misused property and dispose of it at his own discretion.
Thus, the main distinctive feature state and municipal enterprises is that they have property assigned to them on the right of economic management, i.e. own, use and dispose of property within the limits of the Civil Code of the Russian Federation.
A state-owned enterprise in relation to the property assigned to it acts in accordance with the established goals (fixed in the charter), the tasks of the owner and the purpose of the property, therefore, the state-owned enterprise disposes of the property assigned to it only with the consent of the owner of this property. UE are state-owned enterprises.
Consequently, a federal state-owned enterprise is created, reorganized and liquidated by decision of the Government of the Russian Federation, which bears subsidiary liability for losses of a state-owned enterprise
There are non-profit organizations. According to Articles 116-123 of the Civil Code of the Russian Federation, non-profit organizations are consumer cooperatives, public and religious organizations (associations), foundations, institutions, associations and unions.
According to Article 116 of the Civil Code of the Russian Federation, a consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants. Carried out by combining its members with property shares. Consumer cooperatives include housing and housing-construction, garage, country, gardening partnerships and others.
The Civil Code of the Russian Federation contains the most general rules on the property and legal status of any consumer cooperative. It provides that features legal status certain types of consumer cooperatives should be determined special laws about them.
The only constituent document is the charter of a consumer cooperative. The supreme body of the cooperative is general meeting. The property of the cooperative belongs to him on the right of ownership. The cooperative as a legal entity is the single and sole owner of its property. The basis of the property independence of the cooperative is its share (authorized) fund. The Civil Code does not contain requirements for the minimum required size of such a fund, since for various kinds cooperatives this size will not be the same. The share fund of the cooperative is formed at the expense of the share contributions of its participants (members).
Public and religious organizations as voluntary associations of citizens to meet their spiritual and other non-material needs are recognized as legal entities. As participants in property relations regulated by civil law, they acquire a legal status determined by the norms of the Civil Code. The category of public and religious organizations includes various associations of citizens: political parties and trade unions, voluntary societies and unions of creative workers, religious organizations, etc. Article 117 of the Civil Code of the Russian Federation provides only some basic provisions regarding their participation in property turnover as independent legal entities. In all cases, public and religious organizations are the single and sole owners of their property. Their participants - citizens do not have property or liability rights to this property, without acquiring any property benefits from their participation in them. The property is not subject to return to the participants either in the event of their withdrawal from the organization or in the event of their liquidation. Members of public and religious organizations do not bear any additional or any other property liability for the debts of organizations.
Funds - relatively the new kind legal entities. Article 118 of the Civil Code of the Russian Federation recognizes as a foundation a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other public useful goals.
The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders. To control the activities of the fund introduced mandatory requirements creation of its board of trustees.
Members of the fund can be both citizens and legal entities, as well as public law entities. The property base of the fund is made up of contributions from the founders and donations from any other persons. The Fund does not have a fixed membership and permanent sources of income, it is allowed to participate in business relations both directly and through companies created for these purposes: joint-stock, limited or with additional liability.
Institutions are the only type of non-profit organization that is not the owner of its property. Like unitary enterprises - not owners, they are the remnants of the former economic system and are uncharacteristic of a developed commodity turnover. The institutions include a wide variety of non-profit organizations: state and municipal government, institutions of education and enlightenment, culture and sports, social protection etc. Based on the variety of types of institutions, the Civil Code allows the regulation of their legal status both special laws and by-laws. The main source of property of the institution is the funds received by it according to the estimate from the owner. Being a non-owner, the institution has a very limited right to operational management of the property transferred to it by the owner. The estimate also characterizes their property isolation.
In general, non-profit organizations are created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, to develop physical culture and sports, meeting the spiritual and other interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.
In addition to corporations, active participants in civil circulation are commercial and non-commercial legal entities, whose founders do not become their participants and do not acquire membership rights in them. Among them are unitary enterprises and non-profit unitary organizations.
Fund is a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The Foundation uses the property for the purposes specified in its charter. He has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations may create business companies or participate in them.
The property transferred to the foundation by its founders is the property of the foundation. The Foundation is required to publish annual reports on the use of its assets. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.
The foundation's charter may be amended by its supreme collegiate body, and in the cases provided for by the charter, by the founder. If keeping the charter of the foundation unchanged entails consequences that could not be foreseen when the foundation was established, and the supreme collegiate body of the foundation or the founder of the foundation does not change its charter, the decision to change the charter is taken by the court. The charter, in particular, contains information about the board of trustees, which oversees the activities of the foundation, the adoption of decisions by other bodies of the foundation and ensuring their implementation, the use of the foundation's resources, and the foundation's compliance with the law. The Board of Trustees carries out its activities on a voluntary basis.
Reorganization of the fund is not allowed (with the exception of non-state pension funds in cases prescribed by law). The fund may be liquidated in cases where the property of the fund is insufficient to achieve its goals and the probability of obtaining the necessary property is unrealistic; if the goals of the fund cannot be achieved and the necessary changes to the goals of the fund cannot be made; in case of deviation of the fund in its activities from the goals provided for by the charter; in other cases provided by law. The decision on liquidation is made only by the court. In this case, the property remaining after the satisfaction of creditors' claims is directed to the purposes specified in the charter of the fund.
institution is considered a unitary non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature.
An institution may be created by a citizen or a legal entity (private institution) or, respectively, by the Russian Federation, a constituent entity of the Russian Federation, a municipality (state or municipal institution). The latter can be autonomous, budgetary or state-owned. A private institution is fully or partially financed by the owner of its property. Order financial support activities of state and municipal institutions is determined by law. Features of the legal status of certain types of state and other institutions are determined by law and other legal acts.
A private or public institution shall be liable for its obligations with the funds at its disposal. In case of insufficiency of the said funds, the owner of its property bears subsidiary liability for the obligations of such an institution. An autonomous institution is liable for its obligations with all the property it has on the POU, with the exception of real estate and especially valuable movable property assigned to it by the owner of this property or acquired by him at the expense of funds allocated by such an owner. The owner is not responsible for the obligations of the autonomous institution. A budgetary institution is liable for its obligations with all the property it has on the POU, both assigned to the budgetary institution by the owner of the property, and acquired at the expense of income received from income-generating activities, with the exception of especially valuable movable property assigned to it by the owner or acquired at the expense of funds allocated by the owner, as well as real estate. The owner is not responsible for the obligations of the budgetary institution.
In order to provide services in the field of education, healthcare, culture, science and other areas of non-commercial activity, the Civil Code of the Russian Federation allows the formation autonomous non-profit organization, which does not have membership and was created on the basis of property contributions from citizens and (or) legal entities. Such an organization has the right to engage in entrepreneurial activities necessary to achieve the goals for which it was created, and corresponding to these goals, creating business companies for the implementation of entrepreneurial activities or participating in them.
Property transferred to an autonomous non-profit organization by its founders shall be its property. The founders do not retain the rights to the property transferred by them to the ownership of the organization. They are not liable for the obligations of the established organization, and the latter is not liable for the obligations of the founders. Founders can use the services of the organization only on equal conditions with other persons.
An autonomous non-profit organization can be created by one person (may have one founder). Its founding document is the charter. A person may, at his own discretion, withdraw from the founders. By unanimous decision of the founders, new persons may be admitted to their composition.
The activities of an autonomous non-profit organization are managed by its founders, by whose decision a permanent collegial body (bodies) can be created and a sole executive body (chairman, CEO etc.), including from among the founders-citizens. An autonomous non-profit organization may be transformed into a foundation.
religious organization a voluntary association of citizens of the Russian Federation permanently and legally residing on the territory of the Russian Federation or other persons, formed by them for the purpose of joint confession and dissemination of faith (local religious organization), an association of these organizations (centralized religious organization), as well as created by the specified association in in accordance with the law on freedom of conscience and on religious associations, for the purpose of joint confession and dissemination of faith, an organization and (or) a governing or coordinating body created by the specified association. A local religious organization must be registered in the manner prescribed by law as a legal entity.
The civil law status of religious organizations, the procedure for the formation and competence of their bodies, as well as the relationship between the organization and the persons who are part of its bodies, are determined by the norms of the Civil Code of the Russian Federation, as well as Federal Law No. 125-FZ of September 26, 1997 "On Freedom conscience and religious associations. Religious organizations act in accordance with their charters and internal regulations that do not contradict the law. A religious organization cannot be transformed into a legal entity of a different legal form.
A local religious organization is created by at least ten citizens-founders, a centralized religious organization - by at least three local religious organizations or other centralized religious organization. The founding document is a charter approved by the founders or a centralized religious organization. The founders may perform the functions of a governing body or members of a collegial governing body.
Religious organizations are the owners of their property, including property acquired or created at the expense of own funds, as well as donated by him. Liturgical property may not be levied on the claims of their creditors. The founders do not retain property rights to the property transferred by them to this organization in ownership. They are not liable for the obligations of these organizations, and organizations are not liable for the obligations of their founders.
Non-Profit Organizations - legal entities that do not pursue profit making as the main goal of their activities and do not distribute the profits received among the participants (Article 50 of the Civil Code of the Russian Federation).
Separation of non-profit organizations from commercial ones:
- for non-profit organizations economic activity is auxiliary, ensuring their participation in the property turnover, and the civil law status of these organizations is of a secondary nature;
- commercial organizations carry out economic activity, which is fundamental for them and is fully regulated by civil law.
Unlike commercial organizations, non-profit organizations are not professional participants in property relations. Therefore, for non-commercial legal entities, the legislator establishes special (targeted) legal capacity(clause 1 of article 49 of the Civil Code) and allows the use of their property only to achieve the goals specified in their constituent documents (clause 4 of article 213 of the Civil Code).
The performance of non-commercial legal entities in civil circulation is due to the need for material support for their core activities, which should not be entrepreneurial.
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Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, develop physical culture and sports, meet the spiritual and other non-material needs of citizens, protect the rights, legitimate interests of citizens and organizations, resolve disputes and conflicts, provision of legal assistance, as well as for other purposes aimed at achieving public benefits (Article 2 of the Federal Law of 12.01.1996 N 7-FZ "On Non-Commercial Organizations").
Thus, non-profit organizations carry out activities aimed at the formation of public goods, they are the strongholds of the civil society infrastructure. They participate not in production, but in redistribution. wealth(national product). In all other respects, non-profit organizations are full-fledged and permanent participants in property turnover along with commercial organizations.
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A non-profit organization can be created as a result of:
- its institutions;
- reorganization of another non-profit organization of the same legal form;
- as a result of reorganization in the form of transformation of a legal entity of another organizational and legal form (in cases provided for federal laws).
The decision to create a non-profit organization as a result of its establishment is taken by its founders (founder).
A non-profit corporate organization is the owner of its property.
The charter of a non-commercial corporate organization may provide that decisions on the creation by the corporation of other legal entities, as well as decisions 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, are taken by the collegial body of the corporation.
A non-profit organization is considered to be established as a legal entity from the moment of its state registration in accordance with the procedure established by law, owns or manages separate property, is liable (with the exception of cases established by law) for its obligations with this property, can acquire and exercise property in its own name. and non-property rights, bear obligations, be a plaintiff and defendant in court.
A non-profit organization must have an independent balance sheet and (or) estimate.
A non-profit organization is created without limiting the period of activity, unless otherwise established. founding documents non-profit organization.
A non-profit organization shall have the right to open accounts in banks in the territory of the Russian Federation and outside its territory in accordance with the established procedure, with the exception of cases established by federal law.
A non-profit organization has a seal with the full name of this non-profit organization in Russian.
A non-profit organization has the right to have:
- stamps and letterheads with their name;
- symbols - emblems, coats of arms, other heraldic signs, flags and hymns, the description of which must be contained in the constituent documents.
List of non-profit organizations
institution- a unitary non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature (Article 123.21 of the Civil Code of the Russian Federation).
Autonomous non-profit organization - a unitary non-profit organization that does not have membership and was created on the basis of property contributions from citizens and (or) legal entities in order to provide services in the areas of education, healthcare, culture, science and other areas of non-profit activity (Article 123.24 of the Civil Code of the Russian Federation).
religious organization - a voluntary association of citizens of the Russian Federation permanently and legally residing on the territory of the Russian Federation or other persons, formed by them for the purpose of joint confession and dissemination of faith and registered in the manner prescribed by law as a legal entity (local religious organization), an association of these organizations (centralized religious organization), as well as an organization and (or) a governing or coordinating body created by the said association in accordance with the law on freedom of conscience and on religious associations for the purpose of joint confession and dissemination of faith (Article 123.26 of the Civil Code of the Russian Federation).
In many cases, the difference in organizational and legal forms of non-profit organizations is not caused by a real need, but becomes only the result of the adoption of another separate law on their status (for example, communities of small peoples as legal entities are essentially consumer cooperatives). In developed European legal orders, no more than 3-4 organizational and legal forms are usually used to reflect the peculiarities of their status (association or union, foundation, institution). Therefore the center of gravity legal regulation lies on special laws, for example, on the Federal Law of January 12, 1996 N 7-FZ "On Non-Commercial Organizations", etc.
unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible, cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
The charter of a unitary enterprise must contain, in addition to all the information required for the charters, also information about the subject and goals of the enterprise, the size of the authorized fund of the unitary enterprise, the procedure and sources for its formation.
Only state and municipal enterprises can be created in the form of a unitary enterprise. The property of a unitary enterprise is, in fact, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management. The firm name of a unitary enterprise must contain an indication of the owner of its property.
The body of the unitary enterprise will be the head (appointed by the owner or an authorized body by the owner and accountable to him). The unitary enterprise is liable for its obligations with all its property: it is not liable for the obligations of the owner of its property.
Non-Profit Organizations- legal entities that do not pursue the goal of making profit as the main goal of their activities and do not distribute profits between their participants. All non-profit organizations have special legal capacity, the content of which depends on the goals of creating a particular legal entity and its organizational and legal form.
The goals of creating non-profit organizations: social, charitable, cultural, educational, scientific, managerial, health protection of citizens, development of physical culture and sports, satisfaction of spiritual and other non-material needs, other goals aimed at achieving public benefits.
A non-profit organization may commercial activity only insofar as ϶ᴛᴏ serves the achievement of the goals for the sake of which it was created. Profitable production of goods and services, acquisition and sale of securities, property and non-property rights, participation in economic companies and limited partnerships as a contributor are recognized as such activities. On the entrepreneurial activity certain types of organizations may be subject to restrictions.
The existing organizational and legal forms of non-profit organizations differ not in the specifics of their legal structure (circle of participants, legal relations between them and the organization, features of the formation and maintenance of the property base, management bodies, etc.), but in the specifics of the organization’s field of activity (consumer cooperatives, foundations, charities, etc.)
Non-profit organizations: concept, types, scope and general characteristics of their legal status.
Non-profit organizations are such legal entities that do not have profit making as their main goal. And even if such legal entities receive profit, they do not have the right to distribute it among the founders (participants), except in cases specified in the law. All non-profit organizations have special legal capacity and use their property only to achieve the goals provided for by their constituent documents. Taking into account these circumstances, the law in most cases does not provide for the minimum size of the authorized capital for these organizations.Most non-profit organizations are the owners of their property (except for institutions), and their participants generally do not have any property rights in relation to the property of a non-profit organization. The only non-profit organization that is not endowed with the right of ownership of the property assigned to it is an institution. Its owner remains the founder, and the institution has only the right of operational management.
Non-profit organizations may exist in the forms provided for both in the Civil Code and in other federal laws. The Civil Code of the Russian Federation provides for such forms of non-profit organizations as: a consumer cooperative, a public and religious organization (association), a charitable and other foundation, an institution, an association (union). Other laws provide for the creation of such non-profit organizations as: non-commercial partnership, an autonomous non-profit organization, a homeowners association, state corporation and etc.
Consumer cooperatives are created on the basis of membership in order to meet the material and other needs of participants on the basis of combining property share contributions (clause 1, article 116 of the Civil Code). In practice, agricultural, garage, housing construction, gardening, credit and other cooperatives are created and operate.
In contrast to the production cooperatives created for the implementation production activities the personal labor of members of the cooperative, members of the consumer cooperative, as a rule, do not have the obligation of personal labor participation in the activities of the cooperative.
A consumer cooperative is based on the principles of membership and is formed on the basis of the pooling of property contributions by its participants. The laws that determine the legal status of specific types of consumer cooperatives establish the minimum number of entities that can establish a cooperative. So, according to the Law of the Russian Federation of June 19, 1992 No. 3085-1 “On consumer cooperation (consumer societies, their unions) in the Russian Federation”, a consumer society can be established by at least 5 individuals and (or) 3 legal entities (clause 1 of Art. 7).
Persons participating in the creation of a cooperative, as well as those joining it after its creation, are required to make property contributions, called share contributions. They form the unit (authorized) fund of the cooperative. Entrance fees aimed at covering the costs associated with joining a cooperative are not included in the share fund. They are non-refundable upon withdrawal of the shareholder from the consumer society.
In a cooperative, other (except for unit) funds may be formed, formed at the expense of contributions from participants in the cooperative. For example, a reserve fund created to cover the losses of a cooperative arising from extraordinary circumstances, and an indivisible fund, which is a part of the cooperative's property that is not subject to division between shareholders, including during the liquidation of the cooperative.
If a consumer cooperative receives a profit in the course of its statutory activities, it can be distributed among the members of the cooperative (clause 5, article 116 of the Civil Code). This feature distinguishes a consumer cooperative from other forms of non-profit organizations and, in general, does not correspond to the legal status of such organizations.
A share contribution (share) provides a member of the cooperative with the right to vote at the general meeting, the right to manage the affairs of the cooperative, as well as other opportunities to meet the needs in connection with which the participant joined the cooperative.
A share belonging to a member of a cooperative may be sold, alienated in any other way, or transferred by inheritance. In case of withdrawal from the cooperative, a member of the cooperative may receive the value of his share and other payments provided for by the charter.
The system of governing bodies of a consumer cooperative is the same as in a production cooperative. The supreme governing body is the general meeting of shareholders. The current management of the activities of the cooperative is carried out by the collegial executive body (board, directorate) and (or) the chairman - the sole executive body. As in a production cooperative, the executive bodies of a consumer cooperative are formed from among the members of the cooperative.
Upon liquidation of a consumer cooperative, its property remaining after the satisfaction of creditors' claims, with the exception of the indivisible fund, shall be distributed among the members of the cooperative.
According to Article 117 of the Civil Code of the Russian Federation, public and religious organizations (associations) are recognized as voluntary associations of citizens who, in the manner prescribed by law, have united on the basis of their common interests to satisfy spiritual or other non-material needs. The fundamentals of the legal status of public associations are enshrined in the Federal Law of 12.01.1996 No. 7-FZ “On non-profit organizations”, the Federal Law of 05.19.1995 No. 82-FZ “On public associations”, as well as the Federal Law of 09.26.1997 No. 125-FZ “On freedom of conscience and religious associations”.
Unlike Art. 117 of the Civil Code, which makes it possible to conclude that the concepts of a public association and a public organization are synonymous, in the Federal Law "On Public Associations" the concept of a public organization is used to designate one of the types of public associations. Other types of public associations provided for by this Law are a public movement, a public fund, a public institution, a body of public amateur performance and Political Party. At the same time, the concepts of a public fund and a public institution denote independent organizational and legal forms of non-profit organizations that are different from the fund and institution, the status of which is regulated in the Civil Code of the Russian Federation.
In addition to the above laws, the legal status of public associations engaged in certain activities (political, charitable, etc.) is determined by special laws (for example, activities charities regulated by the Federal Law of August 11, 1995 No. 135-FZ "On charitable activities and charitable organizations").
As follows from the essence of the concept of association, a public association cannot be created by one entity. The minimum number and subject composition of the founders of a public association are established by special laws. A public association is created by founders. In addition to them, other persons can join the association, formalizing their participation and receiving the status of members of the association. They, like the founders, have the right to participate in the governing bodies of the association and control their activities. At the same time, other persons who have expressed support for the goals of the association, but do not formally fix the conditions for their participation in it, can join the association. Such persons are called members. The founding document of a public association is its charter. The charter must specify the goals of the association. Laws on certain types public associations may restrict the types of activities that a public association is entitled to carry out. The property of public associations can be formed on the basis of admission, membership fees, donations, income from entrepreneurial and other activities. The profit from the entrepreneurial activity of a public association is used to achieve its statutory goals and is not distributed among the participants of the association.
The structure of the governing bodies of a public association depends on its type. For example, in public organizations, movements, the highest governing body is the congress (conference) or general meeting, the executive body is an elected collegial body (board, council, presidium), headed by the chairman.
Founders, members, participants of public associations do not retain ownership of the funds and other property transferred to the association; nor do they receive binding rights in relation to the association. This explains the lack of liability of the participants in associations and the associations themselves for each other's obligations, as well as the fact that when a public association is liquidated, the property transferred to it is not returned to the participants. The property left after the liquidation of a public association must be distributed in accordance with the purposes specified in its charter.
The Foundation, in accordance with paragraph 1 of Article 118 of the Civil Code of the Russian Federation, is recognized as an organization without membership, created on the basis of voluntary property contributions of the founders for socio-cultural, charitable, educational and other socially useful (non-commercial) purposes.
The fund is the owner of the property transferred to it by the founders or other persons who do not acquire any rights to the fund's property (clause 3 of article 48, clause 4 of article 213 of the Civil Code). This also excludes mutual liability for the debts of the fund and its founders.
The fund is created by the decision of its founders, who approve its charter as the only founding document. The charter of the fund, in addition to information common to all legal entities, must also contain information about the goals of its activities, about the bodies of the fund and their competence, about the procedure for appointing and dismissing officials fund and on the fate of the fund's property in the event of its liquidation. The Civil Code of the Russian Federation limits the possibility of making changes to the charter of the fund by its executive bodies. Such changes can be made by these bodies on their own only in cases where the charter (approved by the founders of the fund) expressly allows this, and in the absence of such instructions - only by a court decision in the presence of the conditions provided for by law (clause 1 of article 119 of the Civil Code).
The founders of funds can be both individuals and legal entities (commercial and non-commercial organizations), as well as public legal entities. The founder can be the only one (sole). The most important duty of the founders is to transfer the contribution to the property of the foundation. The founders of the foundation usually do not participate in its activities and are not required to do so. At the same time, the founders and other participants of the fund have the right to control compliance with the targeted nature of the use of the property received by the fund. For this purpose, a board of trustees must be created in the fund from among its founders or other persons (clause 4, article 118 of the Civil Code; clause 3, article 7 of the Federal Law “On Non-Commercial Organizations”), which oversees all activities of the foundation and its executive bodies and officials. The foundation has collegial (board, council, etc.) and sole (president, chairman, etc.) executive bodies, usually appointed or approved by the founders or the board of trustees.
Like social organization, the fund pursues in its activities non-commercial purposes and under no circumstances may distribute the received property among its participants or employees. Along with the contributions of the founders, the fund has the right to use the results of its own entrepreneurial activity, but with the condition that such activity must directly serve the achievement of the goals of the fund and fully comply with them.
Foundations may be reorganized by the decision of their founders and (or) the board of trustees appointed by them according to general rules civil law. They, however, cannot be transformed into other types of legal entities. The law also provides for a special procedure for the liquidation of foundations. In order to prevent possible abuses in the use of property collected by funds, in particular during their self-liquidation, the list of grounds for their liquidation is provided for by the Civil Code of the Russian Federation, and not the charter of a specific fund, and this liquidation itself is allowed only by a court decision, and not on a voluntary basis (clause 2 article 119 of the Civil Code, paragraph 2 of article 18 of the Federal Law “On non-profit organizations”). At the same time, the rest of the property is directed to the purposes provided for in the charter of the foundation or to charitable purposes, and if it is impossible to use it for these purposes, it is turned into state revenue (clause 1, article 20 of the Federal Law “On non-profit organizations”). Thus, under no circumstances can it be distributed among the founders (participants) or employees of the fund.
In accordance with Article 120 of the Civil Code of the Russian Federation, an institution is recognized as a non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature. The rights of an institution to property assigned to it by the owner, as well as to property acquired by the institution, are determined in accordance with Article 296 of the Civil Code of the Russian Federation.
Institutions operate on the basis of an approved charter, and sometimes on the basis of a general (model or exemplary) regulation on institutions of a given type (for example, model provision about the university exemplary position on the establishment of justice for the registration of rights to real estate). In the charter of the institution, the owner determines its tasks and goals of activity. The founder appoints the head of the institution as its sole executive body. In some types of institutions, collegial executive bodies (scientists and similar councils) may be created.
An institution may be created by a citizen or legal entity (private institution) or, respectively, by the Russian Federation, a subject of the Russian Federation, a municipal entity (state or municipal institution). At the same time, a state or municipal institution may be a budgetary or autonomous institution.
A private institution is a non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-commercial nature. The property of a private institution is assigned to it on the basis of the right of operational management in accordance with the Civil Code of the Russian Federation. The procedure for financial support for the activities of a private institution and the rights of a private institution to property assigned to it by the owner, as well as to property acquired by a private institution, are determined in accordance with the law.
Features of the legal status of budgetary institutions are regulated by the Budget Code of the Russian Federation.
Private and budgetary institutions are fully or partially financed by the owner of their property. Private or state-financed organization is liable for its obligations with the funds at its disposal. In case of insufficiency of the said funds, the owner of its property bears subsidiary liability for the obligations of such an institution.
A private or budgetary institution is not entitled to alienate or otherwise dispose of property assigned to it by the owner or acquired by this institution at the expense of funds allocated to it by the owner for the acquisition of such property. But if, in accordance with the constituent documents, the institution has been granted the right to carry out income-generating activities, then the income received from such activity and the property acquired at the expense of these incomes shall be at the independent disposal of the institution and are accounted for on a separate balance sheet.
The legal status of autonomous institutions, in addition to the Civil Code of the Russian Federation, is regulated by the Federal Law of November 3, 2006 No. 174-FZ “On Autonomous Institutions”. An autonomous institution is a non-profit organization established by the Russian Federation, a constituent entity of the Russian Federation or a municipality to perform work, provide services in order to exercise the powers of bodies provided for by the legislation of the Russian Federation. state power, the powers of local governments in the fields of science, education, healthcare, culture, social protection, employment, physical culture and sports, as well as in other areas.
An autonomous institution is liable for its obligations with the property assigned to it, with the exception of real estate and especially valuable movable property assigned to it by the founder or acquired by the autonomous institution at the expense of funds allocated to it by the founder for the acquisition of this property. The owner of the property of an autonomous institution shall not be liable for the obligations of the autonomous institution.
An autonomous institution carries out its activities in accordance with the subject and goals of its activities, determined by federal laws and the charter, by performing work, rendering services in the areas indicated above. The income of an autonomous institution shall be at its independent disposal and used by it to achieve the goals for which it was created, unless otherwise provided by law. The owner of the property of an autonomous institution shall not have the right to receive income from the activities carried out by the autonomous institution and the use of the property assigned to the autonomous institution.
Institutions are the only kind of non-profit organizations that do not own their property.
An association (union) is an association of legal entities based on the principles of membership, created by them with the aim of coordinating activities, as well as representing and protecting their interests (clauses 1 and 2 of article 121 of the Civil Code; clauses 1 and 2 of article 11 of the Federal Law “On non-commercial organizations").
As founders of associations and unions, only commercial or only non-profit organizations, or both at the same time (clause 4 of article 50 of the Civil Code) can act. The law does not provide for the minimum required number of participants in such organizations; in addition, the same legal entity, while remaining completely independent, may simultaneously be a member of several associations and unions.
The constituent documents of the association and the union are memorandum of association and the charter (clause 1, article 122 of the Civil Code; clause 1, article 14 of the Federal Law “On non-profit organizations”). In addition to information common to all legal entities, the constituent documents of the association (union) must contain conditions on the tasks and objectives of its activities, on the composition and competence of the governing bodies and the procedure for making decisions by them, as well as on the procedure for distributing property remaining after the liquidation of the association (union). ). Since such a non-profit organization is created on a corporate basis, its supreme body is the general meeting of participants, the competence and procedure of which, in accordance with the law, should be determined by its charter (paragraphs 1 - 3 of article 29 of the Federal Law "On non-profit organizations"). The executive bodies of an association (union) are formed from among individuals - bodies or representatives of the participants.
The property of an association (union) is initially made up of entrance and membership fees of participants and their voluntary donations and becomes the object of its ownership. At the same time, the founders (participants) of an association or union do not acquire any rights to this property (clause 3, article 48 of the Civil Code). The law does not establish requirements for the minimum amount of property of such a non-profit organization or for the contribution of its participant. The property of an association (union) is its property and is used by it exclusively to achieve the goals provided for by its founding documents. At the same time, members of an association (union), in case of a lack of its property to cover debts to creditors, bear subsidiary liability with their property in the amount and in the manner prescribed by the constituent documents of the association (union) (clause 4, article 121 of the Civil Code; clause 4, article 11 of the Federal Law "About non-commercial organizations"). An association or union is not entitled to carry out entrepreneurial activities themselves, but may create business companies for this purpose or participate in them. At the same time, the association (union) is not entitled to distribute the income from its activities among its members and must use it exclusively for the purposes of the activities specified in the constituent documents.
A member of an association (union) has the right to participate in the management of its affairs on an equal footing with other members (participants). He can also use the services provided by the association (union) free of charge (clause 1, article 123 of the Civil Code; clause 1, article 12 of the Federal Law “On non-profit organizations”). A member of an association (union) has the right to leave it without hindrance, in addition, he bears the obligations provided for by the constituent documents, including the payment of membership and other fees, for non-fulfilment of which he may be expelled from the association (union) by decision of the other participants (paragraph 2 paragraph 2 of article 123 of the Civil Code, paragraph 2 of paragraph 2 of article 12 of the Federal Law “On non-profit organizations”). Among other things, for two years from the date of withdrawal, the former member retains subsidiary liability for the debts of the association (union) in the amount proportional to his contribution to its property.
The association (union) is reorganized and liquidated according to the general rules of reorganization and liquidation of legal entities. The rest of the property of an association (union), formed after the completion of its liquidation, is transferred for use for the purposes specified in its charter, or for other purposes provided for by law (clause 1, article 20 of the Federal Law “On Non-Commercial Organizations”) and cannot be distributed between its founders (members).
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1. The concept and subject of civil law.
2. Civil law system
3. Principles of civil law
5. Civil legal relationship
6. Classification of civil legal relations
7. Grounds for the emergence, change and termination of civil legal relations
8. Exercise of civil rights
9. Protection of civil rights
10. Citizens (individuals) as subjects of civil law. Civil law and capacity.
11. Restriction of a citizen in legal capacity and deprivation of a citizen of legal capacity
12. Guardianship and trusteeship under the civil law of Russia
13. The concept and features of a legal entity
14. Classification (types) of legal entities
15. Liquidation of a legal entity
16. Business partnerships
17. Business companies
18. Production cooperatives
19. State and municipal unitary enterprises as legal entities: the concept, types and general characteristics of their legal status.
20. Non-profit organizations as legal entities:
21. Participation of the Russian Federation, constituent entities of the Russian Federation and municipalities in relations regulated by civil law.
22. The concept and types of objects of civil rights.
23. Things as objects of civil rights. Classification of things.
24. Money as objects of civil rights.
25. Results of intellectual activity, means of individualization of a legal entity as objects of civil rights
26. Works and services as objects of civil rights.
27. Intangible benefits as objects of civil rights.
28. Securities as objects of civil rights. Concept, properties, classification.
29. The concept and types of transactions.
30. Form and state registration of transactions. consequences of their non-compliance.
31. Invalidity of transactions: concept and grounds. Void and voidable transactions. Consequences of invalidity of transactions. Limitation periods for invalid transactions.
32. Invalidity of transactions with a defect of the subject composition.
33. Invalidity of transactions with vice of will.
34. Invalidity of the transaction with a defect in the legal basis.
35. Representation in civil law: the concept, meaning and types of representation. Power of attorney.
36. Terms in civil law. The concept, meaning and types of civil - legal terms. Rules for calculating civil terms.
37. Limitation period in civil law. The concept and meaning of statute of limitations. Limitation periods. Application of the statute of limitations.
38. Beginning of the running of the limitation period, grounds for interruption and suspension of the limitation period, restoration of the limitation period. Claims to which the statute of limitations does not apply.
39. Real rights in the system of property civil rights.
40. Property relations as a subject of civil law regulation. Forms and types of property.
41. The concept and content of property rights. The burden of maintaining property and the risk of its accidental destruction.
42. Features of the emergence and exercise of ownership of real estate. The importance of state registration of rights to real estate and transactions with it.
43. Features of the ownership of residential premises.
44. The right of state and municipal property.
45. Privatization of state and municipal property
46. Initial ways of acquiring property rights.
47. Derivative methods of acquiring property rights.
48. The concept and types of common property.
49. The right of common shared ownership.
50. The right of common joint property.
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