Since 2014 in civil law Russian Federation There was a division of commercial and non-profit enterprises into corporate and unitary. In this article we will tell you what applies to unitary legal entities. How are corporations different from them? More on this later.

The difference between corporate legal entities and unitary ones

A corporation is understood as a set of persons whose purpose of association can be considered to be the achievement of common goals and the implementation of joint activities. IN in this case an association of persons forms an independent subject of legal relations - a legal entity.

In legal practice over time it has developed general idea on the types and legal personality of a legal entity.

The concept of a corporate legal entity is known to the legal systems of all developed countries.

This division helps to resolve the general view not only the management structure and competence of the bodies of a corporate commercial and non-profit organization, but also a number of internal relationships that give rise to disputes in legal practice (for example, challenging decisions of meetings or other collegial bodies, conditions determining the withdrawal of participants, etc.) .

Unitary legal entities include commercial enterprises that do not own the property assigned to them. Corporations were identified as special forms of formation of a legal entity, and this contributed to the consolidation in the Civil Code of general rules relating to the status of corporate enterprises themselves and their participants. It must be said that there are no similar general rules that relate to unitary enterprises in civil legislation. Russian civil legislation has identified a new classification criterion for separating corporate enterprises that are based on the membership of participants and unitary organizations. Legal organizations of a corporate type are enterprises that are based on the membership of participants.

The main governing body of the legal entity is formed from the participants of the corporation - the general meeting. Participation in a corporation gives its participants the corresponding membership rights and responsibilities in relation to the formed legal entity. Both commercial and non-commercial enterprises can be created in the form of a corporate enterprise. Corporations include all commercial legal entities, the only exception here is unitary enterprises.

Unitary legal entities are legal entities whose founders do not become participants and do not acquire membership rights in them.

Types of corporations

In addition, some non-profit organizations can also be classified as this type:

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

Based on this, the misconception that a consumer cooperative is a unitary legal entity can hardly be true. All corporate organizations, including non-profit ones, are subject to the same rights for their participants and the same management rules. If the founders of a legal entity do not become members, then this enterprise is classified as a unitary legal entity. The ownership of property assigned by the owner does not pass to the unitary enterprise. The property assigned to him is considered indivisible. It cannot be distributed among contributions or shares, even among employees of the organization. The category of such organizations includes unitary enterprises of the state and municipal type according to the list.

Types of unitary institutions

Unitary legal entities include various types:

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

Unitary legal entities

As we noted above, organizations whose property cannot be divided into parts are classified as unitary legal entities. The list of such institutions, we repeat, can be represented by state and municipal enterprises, various foundations, autonomous non-profit organizations, religious organizations, as well as public law companies. There is no such thing as “membership” in them.

Is transformation possible?

Experts have long noted that the presence of such an organizational and legal form as a unitary enterprise is futile from the point of view of the development of civil legislation. It also stipulated its gradual replacement by another type of commercial organization, including business entities. It is also noted that in the future, to meet the needs of the federal state, only federal government institutions in particularly important economic areas should remain.

But legislators did not make such drastic changes, leaving unitary enterprises of both state and municipal types, giving them not the right of economic management of property, but the right operational management or economic management. As mentioned above, legal entities whose founders do not become participants are unitary.

Corporate legal entities

The highest body of a corporation under the civil legislation of the Russian Federation is called the general meeting of participants. In some non-profit organizations where the number of participants exceeds one hundred people, the supreme body may be in the form of a congress, conference or other collegial body, determined by their charters in accordance with the law.

Functions of the supreme body

In any corporate organization, the highest body considers the following issues:

• determining the main directions of the organization’s activities, as well as the acquisition and use of property;
• approval and amendment of the charter of a corporate organization;
• determining the rules for admission to membership of the corporation and exclusion from its participants, except in cases where such rules are defined by law;
• formation of other bodies of the enterprise, as well as early termination of their powers;
• approval of the annual report and accounting (financial) reports of the corporation, if in the charter or in accordance with the legislation of the Russian Federation these powers are not assigned to the competence of other bodies of the organization;

• making decisions on the creation of other legal organizations by the corporation's participants, the participation of the corporation in other legal entities, the creation of branches and the opening of representative offices of the organization;
• making decisions on the reorganization and liquidation of the enterprise, forming the composition of the liquidation commission, as well as approving the liquidation balance sheet;
• election of an audit commission and appointment of auditors of a legal entity.

Can the highest corporate body function alone?

Russian legislation and the charter may expand the competence of the highest collegial body, and it may also include other issues of the corporation. Corporate legal entities must comply with all regulations. This is important because before this, the possibilities for a meeting of shareholders strictly corresponded to what was specified in the provisions of the Federal Law “On Joint-Stock Companies”. It was impossible to go beyond the limits of this law. In addition to the formation of the highest authority in the corporation, a sole executive body is also being created (represented by the director, general director, chairman, etc.).

And if the Civil Code, another law or the organization’s charter provides for the creation of a collegial body (board, directorate, etc.), then it is formed as accountable to the highest body of the corporation. Corporate legal entities often also form a board that controls the activities of all these bodies.

Other conditions for the exercise of powers

It should be noted important point: the corporate charter may provide special conditions granting the powers of the executive body to several citizens who can act jointly, and it is also possible to form several sole executive bodies that can act without coordinating their decisions with each other. Such a body can be represented by either an individual or a legal entity.

The introduction of these rules forms the basis for the emergence of a special kind of relationship among the participants of the corporation. These relationships are called corporate. The very emergence of corporations is considered by experts as a development general provisions new edition Articles of the Second Civil Code of the Russian Federation. Also important is paragraph 2 of Article 65.1 of the Civil Code of the Russian Federation, according to which participants in a corporate organization acquire membership rights and obligations in relation to a registered legal entity.

Legal exceptions

The only exceptions are the cases specified in the Civil Code of the Russian Federation. These rights apply to:

• participation in the management of a corporate organization (with the exception of business partnerships, which have special management rules);
• obtaining information about the activities of a legal entity, familiarization with accounting reports and other documents within the framework provided for by civil laws and constituent documentation;
• appealing decisions of corporation bodies, the application of which will lead to civil consequences;
• actions on behalf of the corporation to compensate for damage caused to the corporation;
• challenging transactions on legal grounds.

Corporation participants may be granted other rights provided for legislative acts or bylaws.

Requirements for corporate participants

In addition to rights, members of the corporation are also given responsibilities, which include:

• participation in the formation of property;
• non-disclosure of confidential information about the work of the corporation;
• participation in making strategic decisions for the corporation;
• the impossibility of carrying out actions that are obviously aimed at causing harm to corporate interests;

Corporation participants may be assigned other responsibilities in accordance with legislative and constituent documents.

The legal personality of legal entities of the types considered is determined by their place in the economic system.

The concept of a corporate organization (corporation) in accordance with the Civil Code of the Russian Federation

The legal concept of a corporation (or corporate organization) was introduced into the Civil Code of the Russian Federation by Federal Law dated May 5, 2014 No. 99-FZ “On amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation.” While maintaining the division of legal entities into commercial and non-profit organizations(Article 50 of the Civil Code of the Russian Federation) a division of legal entities into corporate and unitary is introduced (Article 65.1 of the Civil Code of the Russian Federation).

Corporate legal entities (corporations) are legal entities whose founders (participants) have the right to participate (membership) in them and form their supreme body in accordance with and. 1 tbsp. 65.3 of the Civil Code of the Russian Federation.

An analysis of the norms of the Civil Code of the Russian Federation allows us to identify the following characteristics of corporate organizations.

A corporation is characterized by a common purpose (of general interest), to achieve which the participants combine their efforts. It is important that it (the interest) does not contain an opposing interest, i.e. the intended benefits must have general meaning for all participants, to serve the interests of all participants.

With the complication of economic and managerial relations in an association of participants (members), while maintaining a common interest, the interests of individual members of the association begin to emerge to an increasing extent, which may not coincide with both the interests of the corporation itself and the interests of its other participants. This state of affairs, this objective situation exists conflict of interest, the essence of which is not the very fact of violation of corporate interests in favor of an individual or group, but the possibility of a situation arising when the question arises of choosing between the interests of the corporation as a whole and other interests of the corporation.

Drawing attention to the need to achieve a balance of interests of participants in corporate relations, the Constitutional Court of the Russian Federation in its Determination dated July 3, 2007 No. 681-O-P noted the following: “Since in the process entrepreneurial activity of a joint-stock company, the interests of creditors and shareholders, shareholders and management, shareholders - owners of large blocks of shares and minority shareholders may collide; one of the main objectives of the legislation on joint-stock companies is to ensure a balance of their legitimate interests...”

A corporation is a legal entity those. An organization that has separate property and is responsible for its obligations can, on its own behalf, acquire and exercise civil rights and bear civil responsibilities, be a plaintiff and defendant in court (Article 48 of the Civil Code of the Russian Federation).

A corporation is characterized by the separation of the property of the corporation itself from the property of its participants. For simple, very first organizational legal forms corporations, for example, for general partnerships, which, according to the legislation of some states, are not legal entities, such property separation is not expressed, since the property belongs to the participants on the right of common shared ownership. For the highest organizational and legal forms of corporations - joint stock companies - the separation of property is absolute.

Corporate organizations are the owners of property created through contributions (shares, shares) of founders (participants), membership and other contributions to property, therefore a mandatory feature of a corporation is making contributions by founders (participants) to the corporation’s property (payment of shares or shares, payment of membership fees).

As owners of their property, Corporate organizations are liable for their obligations with all their property. As corporate organizations develop, the general responsibility of the participants for the obligations of the association passes into the personal responsibility of the association for its obligations. If in a simple partnership the participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership, then in a joint stock company the shareholders are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own.

Civil legislation enshrines the principle of mutual non-responsibility between the state and corporate organizations: the state is not liable for the obligations of a corporation, just as the corporation is not liable for the obligations of the state.

Another general principle is that the founders (participants) of corporate organizations are not liable for the obligations of the organizations, and the latter are not liable for the obligations of the founder (participant) (Article 56 of the Civil Code of the Russian Federation).

Cases when participants (founders) bear, in addition to losses, subsidiary liability for the obligations of a corporate organization are provided for by the Civil Code of the Russian Federation and federal laws. Thus, subsidiary liability is established for general partners but for obligations general partnership(Article 75 of the Civil Code of the Russian Federation), for members of production cooperatives - according to the obligations of the cooperative (Article 106.1 of the Civil Code of the Russian Federation); members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative (Article 123.3 of the Civil Code of the Russian Federation).

In relation to corporate organizations their participants have corporate (membership) rights which, as a rule, consist of the right to take part in managing the affairs of the organization, to receive part of the distributed profit (dividend) or to use the services of the corporation, to receive part of the property upon liquidation of the organization after settlements with creditors.

Participants (members) of the corporation participate in the formation of the highest management body of the corporation - general meeting of participants, unless otherwise provided by Art. 65.3 of the Civil Code of the Russian Federation. As it develops from simple shapes business associations to higher forms, the general affairs of its participants turn into the personal affairs of the association, which differ from the affairs of its participants. In a general partnership, each participant has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly or that the conduct of business is entrusted to individual participants; in a joint stock company, the affairs of the company are managed by professional managers who may not be shareholders of this company.

As business associations develop, business management becomes isolated from the personal will of its participants. If in simple forms of a business association, for example in a general partnership, management of activities is usually carried out by the general consent of all participants, then in higher forms - joint stock companies - management is carried out by separate and specially created bodies, the will and interests of which may not coincide with the will and interests of the participants associations.

Types of corporations. Corporate organizations can be for-profit or non-profit.

TO commercial corporate organizations include:

• business partnerships and societies;
• peasant (farm) farms;
• business partnerships;
• production cooperatives.

Non-profit corporate organizations do not pursue profit as the main goal of their activities and do not distribute the profits received among participants. Such organizations include:

• consumer cooperatives;
• public organizations;
• social movements;
• associations (unions);
• notary chambers;
• real estate owners' associations;
• Cossack societies included in the state register of Cossack societies in the Russian Federation;
• communities of indigenous peoples of Russia;
• bar associations;
• legal entities that are legal entities.

Along with the division of corporations into for-profit and non-profit

It seems possible to divide them into personal corporate organizations and capital corporate organizations. Nonprofit corporations are personal. Business corporations can be either personal or capital corporations.

For personal corporations The following signs are characteristic:

• 1) the existence of a personal association depends on the members of such an association and is inextricably linked with the identity of the participants (members). Thus, in a general partnership, the death of a partner may lead to the termination of the partnership (Article 76 of the Civil Code of the Russian Federation). For personal corporations, the law establishes the required minimum number of members. For example, to establish a production cooperative, a minimum of five members is required; To establish a public organization, a minimum of three founders are required. In non-profit corporations that are personal, membership is inalienable;
• 2) The basis of a personal association is a common interest that coincides with the individual interests of the participants in such an association. In principle, personal associations are conflict-free. If a participant in a personal association does not act in accordance with the interests of the association, he may be expelled by decision of the other participants. The possibility of exclusion is established for partnerships and production cooperatives, as well as for some non-profit corporations (for example, associations). Moreover, in relation to general partners, the legislation establishes a rule on “prohibition of competition”: a participant in a general partnership does not have the right, without the consent of the other participants, to carry out on his own behalf, in his own interests or in the interests of third parties, transactions similar to those that form the subject of the partnership’s activities. If this rule is violated, the partnership has the right, at its own choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions (Article 73 of the Civil Code of the Russian Federation);
• 3) Personal associations are characterized by the absence of a professional management apparatus, separate from the participants (members) themselves. In personal corporations, either there is no separate management apparatus (for example, in partnerships), or the management bodies are formed exclusively from the members of such a corporation themselves. Thus, in production cooperatives, the governing bodies consist exclusively of members of the cooperative itself. The governing bodies of non-profit corporations are also formed only from members of the corporation;
• 4) Participants of a personal association are liable for the obligations of such an association if such liability is provided for by the Civil Code of the Russian Federation and laws on corporations. For example, in a full partnership, the participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership; members of a production cooperative bear subsidiary liability in the amount provided for by law and the charter of the cooperative; members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative;
• 5) for participants of a personal corporation it is assumed as personal participation (obligation to participate with one’s own labor), and property participation (making certain property contributions)^

The development of commercial corporate organizations occurred from simple forms to more complex, higher forms, namely from contractual partnerships (societas)- personal associations - to capital associations - joint-stock companies.

Historically, the first forms of entrepreneurial associations are personal associations, or associations of persons, existing in the forms of general partnership and limited partnership (limited partnership), as well as in the form of a production cooperative.

IN general partnership a sufficient legal connection with the participants is maintained, which does not allow the general partnership to be recognized as an independent entity. Therefore, under the laws of Germany, the USA, and England, general partnerships are not legal entities. M. I. Kulagin called such partnerships truncated legal entities.

A general partnership, of course, can be considered precisely as an association, since the “general” is formed in it at the expense of the “personal”, without suppressing it. In other words, in a full partnership the “general” exists only due to the presence of the “personal”, but, relying on this force, it represents shining example"general".

IN limited partnership (limited partnership)- also a union of persons - along with general partners, who are liable with all their property, there are limited partners, who are liable only for a certain contribution and do not participate in the general affairs of the partnership. In other words, in such a partnership there is a separation of some of the participants from the business association itself. Personal participation is assumed on the side of general partners, the capitalist element is represented by limited partners, “whose personal indifference is assumed.”

Almost all legislations know this form of business association as cooperatives(in Russian pre-revolutionary legislation - artel partnerships). This is “a union of persons with the aim of achieving some economic goal through joint labor. Personal participation is a necessary condition for this form. The capitalist element plays a completely secondary role."

Cooperatives are characterized by self-government, in other words, only members of the cooperative participate in the management of its affairs, therefore, there is no separation of management from the members of the cooperative.

Capital corporate organizations are joint stock companies. It is this organizational and legal form of doing business that acts “as the most complete, consistent embodiment of the institution of a legal entity. Some bourgeois authors even go so far as to identify a legal entity and a joint-stock company.”

Society (limited liability partnership) known to foreign states belonging to the continental legal family. Some US state laws also have laws regarding such societies.

A limited liability company (hereinafter referred to as LLC, company) is the only business association that arose not due to an objective economic development, but by virtue of legislative establishment, which, of course, proceeded from the requirements of the economy. The emergence of this form in Germany was caused by the fact that entrepreneurs were not satisfied with the presence of only two diametrically opposed forms of business associations, namely a general partnership (embodiing the personal principle of the participant) and a joint-stock company (embodiing the capitalist principle). Entrepreneurs demanded that the legislator develop a form of entrepreneurial association that, in the status of a participant, would combine both personal interest in the activities of the association and the capitalist element. German lawyers chose the path of modifying the “joint stock company” design by introducing the personal element of the participants into it. The law on limited liability companies came into force in 1892. Subsequently, this form was adopted by legislators in other countries of the world.

Ya. I. Funk, analyzing the emergence of LLC as a modification of the “joint-stock company” design, comes to the conclusion that LLC, from the point of view of its legal nature, can be considered as a type of joint-stock company. A number of specialists (S. D. Mogilevsky, I. S. Shitkina, V. V. Dolinskaya) classify LLCs as corporations or corporate-type organizations. According to V.S. Belykh, LLC should be considered as an intermediate form between a joint-stock company and a personal association.

An LLC participant does not lose contact with society, in other words, there is a personal element in the LLC. The existence of an LLC depends to some extent on the members. In this form of entrepreneurial association, the limited liability company itself no longer coincides in many ways with the participants of the company, but cannot completely break with it. As a result of this, we can say that in this form of association people and their business association interact with each other. In this case, the emphasis, of course, should be placed on the relationship between people regarding their association, taking into account the presence of a certain will of people aimed at property. Based on this, LLC occupies an intermediate position between personal associations and a capital association - a joint-stock company.

The highest form of entrepreneurial association, which is based not only and not so much on the individual, but primarily on property (capital), is joint stock company.“Personal participation of members of such a formation is not expected. This form of connection is the highest expression of the capitalist element."

If on initial stages What really mattered was the connection of persons, but later the connection of capital acquired significance. A person, having created an entrepreneurial association and separated part of his property from himself, is still completely distinguishable in the first forms of such an association and even dominates such an association, but after passing the peak of such an association (full partnership), less and less influence on the entrepreneurial association is already observed; finally, in a joint-stock company, the personalities involved in its creation are practically indistinguishable; not personal communication, but communication of property comes to the fore, as a result of which there is completely no legal connection between the participants of the joint-stock company, but there is only one separated and united by them (or only allocated , if there is only one participant) property .

The concept of a joint stock company must be considered based solely on the concept of “property”, which was isolated through separation and merger (or only separation). Because of this, a joint stock company cannot be created without property, cannot exist without it, and in the event of loss of property is subject to liquidation.

Civil Code, N 51-FZ | Art. 65.1 Civil Code of the Russian Federation

Article 65.1 of the Civil Code of the Russian Federation. Corporate and unitary legal entities (current version)

1. Legal entities, the founders (participants) of which have the right to participate (membership) in them and form their supreme body in accordance with paragraph 1 of Article 65.3 of this Code, are corporate legal entities (corporations). These include economic partnerships and societies, peasant (farm) households, economic partnerships, production and consumer cooperatives, public organizations, social movements, associations (unions), notary chambers, partnerships of real estate owners, Cossack societies included in the state register of Cossack societies in of the Russian Federation, as well as communities of indigenous peoples of the Russian Federation.

Legal entities whose founders do not become participants and do not acquire membership rights in them are unitary legal entities. These include state and municipal unitary enterprises, foundations, institutions, autonomous non-profit organizations, religious organizations, state corporations, and public law companies.

2. In connection with participation in a corporate organization, its participants acquire corporate (membership) rights and obligations in relation to the legal entity they created, with the exception of cases provided for by this Code.

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Commentary to Art. 65.1 Civil Code of the Russian Federation

1. The provisions of this article are a novelty in civil legislation and are intended to radically change the existing structure of subjects of civil turnover. Therefore, we will consider these provisions in somewhat more detail, making a short historical and legal excursion to the origins of the formation of the foundations that consolidated the classification of legal entities reflected in the commented article.

While maintaining the traditional division of legal entities into commercial and non-profit organizations, from September 1, 2014, legal entities are also classified according to membership and degree of participation in the formation and activities of the legal entity into:

1) corporate. Legal entities whose founders (participants, members) have the right to participate in the management of their activities (right of membership) are corporate organizations (corporations);

2) unitary. Legal entities whose founders do not become participants and do not acquire membership rights in them are unitary organizations.

The division of legal entities into corporate and unitary forms (based on the nature of the connection between the participants) corresponds to the historically established doctrine of most Western countries and the Russian legal order, which was reflected in the works of the German civilists Heise, F. Savigny, O. Gierke, Bernatsik. This is how the Russian scientist G.F. differentiated between “connections of persons” and institutions. Shershenevich: "... the concept of a legal entity plays, as it were, the role of “brackets”, which contain the homogeneous interests of a certain group of persons for a more simplified definition of the relationship of this collective personality to others. These connections can be of a public nature, such as, for example, a noble society, or of a private nature, such as a joint-stock partnership." Having analyzed the opinions of Russian legal scholars, S.D. Mogilevsky concludes that in the Russian doctrine of the 19th century. the term "corporation", like German concepts, was used as a generic concept for a group of legal entities, within which two types of corporations were distinguished: public and private. Back in 1861, S. Pachman, speaking on the issue of joint-stock reform, proposed dividing joint-stock companies into two types: state-economic (public) and private-economic (private). Distinctive feature companies included in the first group was the need for them to solve social problems, for example, construction railways, organization of shipping, etc. Joint-stock companies belonging to the second group did not set themselves the goal of achieving socially useful goals. Private corporations in Russian law were called trading partnerships. At the same time, G.F. Shershenevich wrote that the terminology of our legislation in relation to joint-stock partnerships is completely inconsistent. She calls them partnerships, societies, companies with the addition of expressions: “on shares”, “by participants”, “on shares”.

In modern scientific doctrine, a corporation is traditionally understood as an organization based on the principles of participation (membership), which is created to realize the interests of its participants (members) by organizing its management through special system organs. A corporation organized on the basis of membership, as a rule, is contrasted with unitary organizations or institutions that do not have membership and are created, as a rule, in the interests of an unlimited number of people for the implementation of socially useful goals.

It should be noted that in Russian and foreign legal systems the word “corporation” is not clearly understood. This situation is explained by two circumstances. Firstly, in most countries this concept is not legally enshrined, but is present only at the doctrinal level. Secondly, the term "corporation" has different interpretation in Anglo-Saxon and continental legal systems. In this regard, as quite rightly noted by I.S. Shitkin, the legislative consolidation of the division of organizations into corporate and unitary, introduced into the Civil Code of the Russian Federation, is an advanced idea.

The introduced changes will require the unification of legal regulation various types legal entities. It is obvious that further specification of the rights and obligations, for example, of a shareholder or participant in a limited liability company should be reflected in the relevant federal law. This approach to the system of presenting legal norms is typical not only for establishing the rights and obligations of participants in a corporation, but also for other legislative institutions. So, legal regulation management in the corporation is carried out by Art. 65.3 Civil Code of the Russian Federation; in Art. 66.3 of the Civil Code of the Russian Federation provides for management features in public and non-public companies; Art. 67.1 of the Civil Code of the Russian Federation regulates the features of management in business partnerships and companies, and in Art. 97 of the Civil Code of the Russian Federation provides for special requirements for the management of a public joint-stock company. At the same time, these articles of the Civil Code of the Russian Federation contain numerous mutual references that complicate the application of the relevant norms. When asked whether this approach is convenient for practical application, there is no clear answer. According to I.S. Shitkina, it is unlikely that for purposes other than scientific classification, which could be carried out at the level of doctrine, someone will need, for example, to identify the rights and obligations inherent at the same time in public joint stock company, and a garage cooperative.

2. Summarizing numerous studies devoted to the analysis of the legal nature and identification of the essence of the corporation, I.S. Shitkina identifies the following features inherent in a corporation:

1) the corporation is recognized as a legal entity;

2) a corporation is a union of individuals and (or) legal entities that are subjects of law and acquire the status of participant (member) of the corporation;

3) a corporation is a “strong-willed organization.” The will of the corporation is determined by the general interests of its constituent members; the will of the corporation is different from the individual wills of its members;

Judicial practice under Article 65.1 of the Civil Code of the Russian Federation:

• Decision of the Supreme Court: Determination N 306-ES17-11880, Judicial Collegium for Economic Disputes, cassation

  In declaring the debtor bankrupt, the courts were guided by Articles 57, 58, 60.2, 65.1 of the Civil Code of the Russian Federation, Articles 3, 12, 73, 124 of the Federal Law of October 26, 2002 No. 127-FZ “On Insolvency (Bankruptcy)”, establishing the entire set necessary conditions. The applicants have not provided sufficient grounds for other conclusions...

• Decision of the Supreme Court: Determination N 310-ES17-3670, Judicial Collegium for Economic Disputes, cassation

  The arguments about the unlawful, in the applicant's opinion, classification of the dispute as a corporate dispute are erroneous and based on an incorrect interpretation of the provisions of Articles 65.1 - 65.3 of the Civil Code of the Russian Federation, special corporate legislation, as well as Article 225.1 of the Code...

• Decision of the Supreme Court: Determination N 305-ES17-2577, Judicial Collegium for Economic Disputes, cassation

  The arguments about the unlawful, in the applicant's opinion, classification of the dispute as a corporate dispute are erroneous and based on an incorrect interpretation of the provisions of Articles 65.1 -65.3 of the Civil Code of the Russian Federation, special corporate legislation, as well as Article 225.1 of the procedural law...

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Since September 1, 2014, legal entities (both commercial and non-profit) have been divided into corporations and unitary legal entities (Article 65.1 of the Civil Code of the Russian Federation).

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

The participants of the corporation form the highest body of the legal entity - the general meeting (Clause 1, Article 65.3 of the Civil Code of the Russian Federation).

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

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

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

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

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

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

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

Unitary organizations include (which are commercial organizations), as well as the following non-profit organizations:

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

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

Classification of legal entities. Commercial organizations: Video

Corporate (corporations) are legal entities engaged in commercial or non-commercial activities. The founders of such an organization own a share of shares, and on this basis have the right to participate in the management of the company and the formation management structures.

Concept and functions of corporate legal entities

Corporate legal entities (abbreviated as corporation) are understood as organizations carrying out activities of a commercial or non-profit nature. This concept was introduced into the civil legislation of our country by the Law “On Amendments to Chapter 4 of the Civil Code of the Russian Federation.”

In accordance with Article 65 of the Civil Code of the Russian Federation, participants in a corporate legal entity have the right to take direct part in the work of the company and carry out activities that allow them to exercise control and management of the company. The company's participants form the highest management body, which deals with all issues of company management.

Corporations can include not only organizations whose purpose is to generate income, but also non-profit structures.

The following may act as corporations:

• Industrial associations and agricultural enterprises;
• Cooperatives of different types;
• Public organizations and charitable structures;
• Associations of real estate owners;
• Communities of small peoples and the register of Cossack societies.

Types of corporate legal entities

A corporation, in essence, is a formation of several participants who invest certain material resources in the development of the structure as a whole. Considering the fact that general classification The concept of “corporate legal entity” establishes that this organization can engage in any type of activity; the following types of corporate structures are distinguished:

• Commercial corporations. This is a legal entity whose main task is to provide goods/services or production activity, the final result of which will be the receipt of profit, distributed among the founders in accordance with their shares in the authorized capital of the company;
• Non-profit structures. These are associations of citizens based on the formation of organizations with a specific goal of interest. This type The corporation does not set its goal to make a profit, and exists through voluntary contributions from the founders or third parties.
  In addition, there are also several other types of corporate legal entities. In particular, with regard to joint-stock associations, the following types of corporations are distinguished:
• Public joint-stock companies. These are organizations that freely sell their shares and attract new participants in the production and management processes. Shares and other securities of such companies are publicly available and can be purchased by any person or company;
• Non-public joint-stock companies. These structures do not allow new persons into their activities, and free shares and securities are distributed within the company among its regular participants.

Corporate Membership Rights and Responsibilities

The rights and obligations of corporation participants are specified in Article 65 of the Civil Code of the Russian Federation. In accordance with this regulation, shareholders have the following rights:

• Receive all information about the financial state of affairs in the company in a timely manner and upon request;
• Participate in the formation of the company’s management structures and influence some production issues;
• Act on behalf of the corporation in matters relating to the recovery of debt obligations and the infliction of losses.

In addition, it is also possible to vest the founders with other rights, which are prescribed in a separate chapter in the charter documentation of the corporation.

As for the responsibilities of shareholders of corporate structures, they have the following types:

• A company participant is obliged to take part in the formation of the organization’s material reserves;
• Prohibition of disclosing information that is intended exclusively for internal use and is considered confidential;
• Prohibition on any action that may place the corporation at a disadvantage or may result in unprofitable activities.

Characteristics of unitary legal entities

Corporate and unitary legal entities have many differences between them general characteristics. However, there are quite a lot of differences between them.

In accordance with the provisions of Article 65.1 of the Civil Code of the Russian Federation, unitary legal entities are understood as companies in which the founders are not participants in their activities and do not acquire membership rights, but at the same time have proprietary rights to the company’s property.

Unitary legal entities include a variety of state funds and structures, institutions controlled by municipal authorities, organizations whose activities are related to religion, various non-profit companies and public law associations.

Types of unitary enterprises have a similar structure with the division of corporate entities. However, when mentioning unitary structures, it is necessary to consider the essence of this concept in order to see the obvious differences between them.

Based on current fundamental standards, unitary enterprises can be divided into:

• State-owned, in which the property belongs to state governing bodies, and they also appoint someone responsible for the conduct of the company’s activities;
• Non-state. These structures are formed and managed by ordinary citizens who, for one reason or another, have decided to create an organization that will perform certain functions;
• Commercial. This is a legal entity whose main goal is to make a profit as a result of the provision of certain services, or as a result of production activities;
• Non-profit. This is a voluntary association of founders, each of whom contributes a certain share of property to the general authorized capital that belongs to the company. At the same time, the purpose of the organization is not to make a profit, and most often these structures are united by a certain goal or interests.

In addition, unitary organizations can be public, that is, open to access by new members, and closed, in which the emergence of new members is not allowed.

The difference between corporate legal entities and unitary ones

Analyzing the classification and legal status corporations and unitary structures, we can conclude that there are a huge number of differences between them.

Among them are the following:

• The property of the founders forms authorized capital company, but at the same time, in corporations it belongs to the founders by right of ownership, and in unitary structures - to the company;
• The founders of a corporation have the right to take an active part in the management of the structure, but participants in unitary companies cannot carry out management activities;
• The founders of corporations have the right to carry out certain actions on behalf of the organization, but participants in unitary structures cannot use this function;
• The corporation's property is formed through contributions from the founders, and it belongs only to them, and in unitary structures, the participants will have certain property rights, but the management of property assets will be carried out by the company itself.