Corporate law. Cheat sheet: briefly, the most important

Lecture notes, cheat sheets
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Corporate law. Cheat sheet: briefly, the most important

Lecture notes, cheat sheets

Table of contents

1. The concept and features of corporate law

Corporate law is a sub-branch of civil law, the norms of which are aimed at regulating public relations in the organization and activities of enterprises and organizations acting as subjects of civil law. The word "corporate" comes from the Latin root, meaning association, corporation, society, union, the application of joint efforts, the presence of a common.

The term "corporate law" is understood in two ways - in a broad and narrow sense. In a broad sense, corporate law is a set of legal norms regulating the legal status, the procedure for operating and creating business companies and partnerships. In a narrow sense, corporate law is a system of rules established by the owner or administration of a commercial organization and regulating legal relations within this organization. In terms of this study, corporate law is of the greatest interest in the broadest sense.

In addition, there are several related branches of law and concepts, such as commercial law, company law, cooperative law, economic law. For a correct understanding of the nature of legal relations regulated by these industries, it is necessary to distinguish between them. All these industries have common features, but there are also certain differences.

Corporate law has the following features:

1) is a sub-branch of Russian civil law, i.e. it has a significant degree of autonomy in relation to the civil law of the Russian Federation;

2) regulates social relations relating to the creation, activities and legal status of economic entities in the Russian Federation, i.e. corporate relations;

3) consists of corporate norms united in institutions.

Corporate law has neither an independent subject of regulation, nor special methods of legal regulation that are different from the methods of regulation of civil law. Moreover, corporate law regulates issues related to the category of the subject composition of civil law, therefore corporate law cannot be recognized as an independent branch of law, which in no way detracts from its importance.

To date, corporate law is one of the most relevant areas of activity of legal services. A new milestone in the development of corporate law began with the adoption of the new Civil Code of the Russian Federation.

If the activity of a foreign organization is carried out in the Russian Federation, then its status as an organization is recognized in the Russian Federation or is determined by an international treaty of the Russian Federation. In this case, a foreign organization must conform its activities with Russian legislation. At the same time, the activities of foreign organizations are based on Russian legislation and, therefore, are subject to legal regulation of corporate law.

2. Subject of corporate law

The subject of the branch of law is the social relations to which the legal regulation of this branch is directed. The complexity of determining the subject of corporate law lies in the fact that it is not a branch, but a sub-branch of law, that is, it acts as if it were an integral part of civil law. Thus, corporate law is intended to regulate not all social relations related to civil law, but only a part of civil law relations. In this case, the sub-sector is a sphere of rather narrow specialization. Therefore, corporate lawyers mainly specialize in corporate matters.

The subject of corporate law is wider than the subject of regulation of joint stock law, since the subject of regulation of corporate law includes the regulation of other economic organizations, and not just joint-stock companies.

Economic law is a sub-branch of civil law that regulates relations arising in the process of carrying out economic activity and managing it. Economic law is very close to the concept of corporate law, since it is also intended to regulate similar and, in many respects, coinciding legal relations. However, economic law in a broad sense implies the legal regulation of all economic entities, including entrepreneurs without forming a legal entity, while corporate law implies only collective entities.

As for commercial law, it is a synonym for economic law, but more modern.

The subject of corporate law is much broader in scope than, for example, the subject of regulation of cooperative law, since the subject of regulation of cooperative law includes only the creation, operation and legal status of cooperatives, and corporate law regulates the activities of a much larger number of other participants in civil legal relations. The subjects of regulation of these two industries are similar, but not identical, since the objects of legal regulation of these sub-sectors are also very similar, but by no means equivalent.

The subject of corporate law is the totality of legal relations regarding the creation, activities and legal status of economic entities.

The list of economic entities is established by the Civil Code of the Russian Federation. Economic entities in the corporate legal sense include collective entities (organizations) engaged in commercial activities. Of particular importance when referring to the subject of legal regulation of corporate law is the correct correlation of the organization with such concepts as entrepreneurial activity, economic activity, profit, form of ownership of the organization, etc.

3. Corporate law method

The word "corporate" comes from the Latin root, meaning association, corporation, society, union, the application of joint efforts, the presence of a common.

In a narrow sense, corporate law is a system of rules established by the owner or administration of a commercial organization and regulating legal relations within this organization. In terms of this study, corporate law is of the greatest interest in the broadest sense.

The method of legal regulation is a means and a way of influencing a group of social relations.

The method of legal regulation is how the impact on social relations is most effective. The industry methodology is a set of means and methods of legal regulation of certain social legal relations. Since corporate law is a part of civil law, it is entirely subject to civil law methods.

The fundamental method of legal regulation of civil, and hence corporate law is the dispositive method of legal regulation.

The essence of the dispositive method lies in the fact that the legislator uses permission in relation to the subjects of law, as a rule, provides for several options for behavior for the subjects, the choice of possible behavior. The dispositive method is expressed, in particular, in the fact that subjects have the right to choose a form of activity from among those provided for by civil law.

However, when implementing the legal regulation of corporate relations, it is impossible to use only the dispositive method, therefore, the imperative method of legal regulation is also used.

The imperative method involves the obligation of the subject to act in a certain way in the law or the prohibition to perform certain actions.

With regard to corporate law, it should be noted that the imperative method in regulating legal relations related to the activities, creation and legal status of economic organizations is more important than in the legal regulation of general civil legal relations.

4. Functions and purposes of corporate law

Each branch of law performs certain functions in society and the state. The functions of the branch of law are very important, since they allow to identify and study the directions of legal regulation of a particular branch. The functions of the branch are closely related to such concepts as the goals of legal regulation of a certain type of social relations, the tasks of the branch of law.

Among the functions of corporate law of the Russian Federation are:

1) prognostic;

2) epistemological;

3) ideological;

4) other functions.

The epistemological function for corporate law of the Russian Federation, as well as for any other science, is the main one. The epistemological function of science follows from the possibility for a person to cognize the world around him, including its social phenomena. At the same time, the features and distinctive features of these phenomena, the patterns of their development are revealed. The corporate law of the Russian Federation as a science creates its own theoretical base, forms a conceptual apparatus, develops legal categories.

The prognostic function is closely connected with the epistemological function of corporate law of the Russian Federation and is based on the ability of science to highlight the patterns of development of certain legal phenomena. As a result of the generalization of the stages of development of this phenomenon, it is possible to predict the subsequent stages of its development.

The ideological function of the corporate law of the Russian Federation is that when studying the corporate law of the Russian Federation, the student develops legal views and legal ideology.

The most general concept is the concept of the goals of the branch of law.

Corporate law should regulate legal relations in the creation and activities of economic organizations, as well as determine their legal status, in other words, corporate law regulates status relations relating to this type of subjects of civil law of the Russian Federation.

The objectives of corporate law are as follows:

1) establishment of the legal status of economic organizations;

2) determination of the procedure for the formation of economic organizations;

3) determination of the procedure for the activities of economic organizations.

The tasks of the branch of law are the issues that are determined by the goals of the branch of law and require a decision by the legislator. If one of the goals of corporate law of the Russian Federation is, for example, to determine the legal status of economic organizations, then this goal corresponds to a number of tasks to achieve this goal.

For example, the tasks through which this goal is achieved are: determining the legal status of joint-stock companies, production cooperatives, limited liability companies, partnerships and other economic organizations.

Completion of the task is the key to achieving the goals of corporate law.

5. System of corporate law

Consistency is one of the main signs of law. ^ The sign of consistency is inherent in legal norms.

At the heart of the systemic nature of law lies the desire to present it in a logical sequence, to streamline it.

The application of the rules of law is greatly facilitated by finding the rules of law in a systematized state. The meaning of the system of law is in dividing the branch of law into sub-sectors, institutions and sub-institutions.

The branch of law is the civil law of the Russian Federation, the sub-branch is the corporate law of the Russian Federation. As for the legal institution, as such with regard to corporate law, for example, the institutions of the foundation agreement of a general partnership, state registration of legal entities, liability of a legal entity, etc. are recognized. institutions - in the industry, etc.

The system of law is the internal structure of law, reflecting its content. The system of law is closely connected with the internal content of law.

For a correct and most complete understanding of the essence of the corporate law system, it is necessary to understand its place in the civil law system, because corporate law is primarily a part of civil law.

The corporate law science system is the internal structure of corporate law science. The system of science of corporate law differs significantly from the system of the branch of law. Corporate law occupies a fairly small part of the civil law system, not even relating to legal entities in general, but to certain organizations involved in civil circulation, called economic entities, i.e., engaged in entrepreneurial activity as the main one.

The system of corporate law as a sub-branch of civil law includes the following sections:

1) general provisions on business partnerships and companies;

2) the legal status of a general partnership;

3) the legal status of a limited partnership;

4) the legal status of a limited liability company;

5) the legal status of the additional liability company;

6) legal status of the joint-stock company;

7) legal status of subsidiaries and dependent companies.

Legal regulation of the activities of production cooperatives, state and municipal unitary enterprises and non-profit organizations does not relate to the subject of legal regulation of corporate law and therefore is not included in the system of corporate law of the Russian Federation. Each separate element of the corporate law system forms its own subsystem.

The system of science of corporate law differs from the system of the industry both in content and scope.

The systematic nature of law contributes to the correct application of law, a logically structured process of studying law, and adequate perception.

6. Corporate law as a science and academic discipline

Corporate law of the Russian Federation as a science, academic discipline and sub-branch of law are closely interconnected and interdependent. The science of corporate law of the Russian Federation studies those social relations that the branch of law regulates. The academic discipline offers the materials of science for study.

Primary in relation to the academic discipline "corporate law of the Russian Federation" is science.

Science in the broadest sense, science as such is a body of knowledge about some phenomenon of reality. Legal science is a system of knowledge about any legal phenomenon.

As for the system of science of corporate law of the Russian Federation, it should be noted that this system is derived from the system of the branch of civil law of the Russian Federation in terms of legal institutions related to the sub-branch of corporate law of the Russian Federation.

The system of science of corporate law of the Russian Federation contains all sections of the sub-branch system of corporate law of the Russian Federation plus additional sections - such as the history of corporate law of the Russian Federation, the history of corporate law of foreign countries, modern models of corporate law and corporate organizations, the concept, subject, method of corporate law of the Russian Federation and its place in the system of Russian law, functions, role of corporate law of the Russian Federation, norms, institutions, features of corporate law of the Russian Federation, etc.

This is one of the manifestations of the second main feature of science - a sufficient degree of theorization. The theoretical basis is a necessary attribute of science. The arguments of science are assessed not only from the point of view of their practical significance, but also from the point of view of their theoretical validity. The very existence of science is conditioned by the existence of the theory of this science.

Science, like a branch of law, performs certain functions in society.

The academic discipline of corporate law of the Russian Federation also has its own system, functions, and goals. The discipline of corporate law of the Russian Federation is taught in higher and secondary special educational institutions of a legal and economic profile, as well as in law and economic faculties of various special educational institutions. The academic discipline in a number of parameters is different from the science of corporate law of the Russian Federation. The objectives of the discipline - to teach the student, to give him an idea about a certain group of social relations and the basics of their legal regulation. Academic discipline is of great importance, because in fact it is through it that the provisions of the science of corporate law of the Russian Federation are brought to the attention of the masses. Corporate Law of the Russian Federation as an academic discipline is taught within the framework of the course "Corporate Law of the Russian Federation".

7. Corporate law and civil society

The presence of developed corporate legal relations based on the norms of corporate law is one of the signs of civil society.

Civil society is a system of social relations and institutions, the essential characteristic of which is to ensure the life of citizens. A feature of social relations that are of interest from the point of view of studying civil society is the fact that they can be carried out without state intervention. Civil society as a whole needs a certain level of social development, and this level is quite high.

In the Russian Federation, private, state, municipal and other forms of ownership are recognized and protected in the same way.

The right of private property is protected by law. The economic basis of corporations is private property in its various manifestations. Protecting corporate property is a prerequisite for the effectiveness of its activities.

Everyone has the right to own property, own, use and dispose of it both individually and jointly with other persons. No one may be deprived of his property except by a court decision. The expropriation of property for state needs may be carried out only on the condition of prior and equivalent compensation. This provision is very important, since it is directly related to the protection of the owner of property, and it protects not only the individual owner, but also the collective one, encourages the free disposal of property. This creates conditions for the implementation of entrepreneurial activity, which is the activity of corporate entities.

The relationship of civil society with the problems of corporate law of the Russian Federation is obvious, since, as you know, civil society and its existence primarily relate to the sphere of interests of private entities of this society, acting in the face of various organizations. These organizations have different statuses, but they are all ultimately interested in the existence of civil society. Civil society is called upon to reflect the interests of the subject that implements private legal personality in society. For corporate organizations-subjects of corporate law of the Russian Federation, the presence of civil society is necessary, because outside of civil society it will be difficult for them to realize their legal personality due to the lack of both proper protection of their interests and the economic basis for such protection. However, just as corporations need civil society, civil society needs them, since civil society cannot be "installed from above", for a normally developing civil society, private initiative is necessary.

Private initiative should be implemented by private entities - individuals, corporations.

8. Sources of corporate law

1. The Constitution of the Russian Federation serves as the basis for all legislation, including corporate legislation. The Constitution of the Russian Federation contains norms directly related to corporate law.

2. The Civil Code of the Russian Federation, since it is on the basis of the Civil Code of the Russian Federation that the foundations of the legal status of corporate entities - business companies and partnerships are established. The Civil Code of the Russian Federation develops the provisions of the Constitution of the Russian Federation on participants in civil transactions and establishes the rights and obligations of these participants, including corporations. The Civil Code of the Russian Federation is a universal source of corporate law of the Russian Federation.

3. The following federal laws are most directly related to the legal status of corporations:

1) Federal Law "On the protection of the rights of legal entities and individual entrepreneurs in the course of state control (supervision)";

2) the Federal Law "On Insolvency (Bankruptcy)", in accordance with which a commercial organization is liquidated on the basis of the bankruptcy of this organization;

3) Federal Law "On Licensing Certain Types of Activities";

4) Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs";

5) Federal Law "On Limited Liability Companies";

6) Federal Law "On Joint Stock Companies".

4. Corporate norms are also contained in international treaties:

1) Convention "On Contracts for the International Sale of Goods" (Vienna, April 11, 1980);

2) Agreement on cooperation in the field of entrepreneurship support between the Ministry of the Russian Federation for Antimonopoly Policy and Entrepreneurship Support and the Federal Ministry of Economics and Labor of the Republic of Austria (Vienna, February 8, 2001);

3) Treaty of December 8, 1999 "On the Creation of the Union State".

5. By-laws:

1) Decree of the President of the Russian Federation of August 18, 1996 No. 1210 "On measures to protect the rights of shareholders and ensure the interests of the state as an owner and shareholder";

2) Decree of the Government of the Russian Federation of October 30, 1997 No. 1373 "On the reform of enterprises and other commercial organizations";

3) The Code of Corporate Conduct contained in the Order of the Federal Commission for the Securities Market dated April 4, 2002 No. 421/r "On the Recommendation for the Application of the Code of Corporate Conduct". It is only conditionally a source of law, since the norms contained in it are advisory in nature. However, in the text of the Code of Corporate Conduct there are customs of corporate law. At the same time, the very existence of such a document is very indicative; it in itself stimulates private initiative in the field of corporate law.

6. Judicial practice: acts issued by the Supreme Court of the Russian Federation, the Supreme Arbitration Court of the Russian Federation and the Constitutional Court of the Russian Federation.

7. One of the features of Russian corporate law is that, according to the Civil Code of the Russian Federation, regulatory agreements between subjects of corporate legal relations are recognized as sources of corporate law of the Russian Federation.

9. The concept of corporate norms and their types

The rule of corporate law of the Russian Federation is recognized as a rule of conduct established (by, for example, by issuing a law) or sanctioned (by granting the right to conclude a regulatory agreement) by the state, which is generally binding and formally defined, which establishes obligations and defines the rights of participants in corporate legal relations.

The norms of corporate law are contained in the sources of corporate law of the Russian Federation: laws, by-laws, regulatory legal acts, regulatory agreements of subjects of corporate law of the Russian Federation.

The structure of the rule of law is the internal structure of the rule of law. The structure of the rule of law includes elements of the rule of law. The number and characteristics of such elements in the structure of the rule of law depend on the characteristics of regulated legal relations. Traditionally, there are three components in the structure of the rule of law: hypothesis, disposition and sanction.

A hypothesis is a part of a rule of law that determines the conditions for the operation of the rule. A disposition, by definition, is a rule of conduct. The sanction is an indication of the type and measure of responsibility for violating the rules provided for by the disposition, under the conditions specified in the hypothesis.

As for the classification of corporate norms, by their nature they refer to civil law norms. The corporate law of the Russian Federation is characterized by norms-principles, norms-definitions and norms-rules of conduct.

Depending on the method of legal regulation, imperative and dispositive norms are distinguished. Imperative norms require unconditional obedience, dispositive ones provide for the possibility of choosing options for behavior by subjects of corporate legal relations.

The norms of corporate law of the Russian Federation refer to those established at the federal level, since the regulation of civil legal relations is within the competence of the Russian Federation.

According to the level of legal regulation, the norms of corporate law of the Russian Federation can be related to the norms of laws and by-laws.

There are authorizing, binding and prohibiting norms of corporate law of the Russian Federation.

As for the ways of presenting the rules of law, there are direct, blanket and reference ways of presenting the rules of law.

An example of a direct statement of a rule of law, when all three elements of a rule of law (hypothesis, sanction, disposition) are given in one article of a normative act.

In the referential way of presentation, the legislator refers to another article of the same normative act or another specific normative act, the norms of which also regulate the same legal relations. The reference method of presentation is typical for corporate norms in particular and civil law in general.

With the blanket method of presenting a rule of law, an article of a normative act contains a reference not to a specific article or normative act, but to legislation.

10. The concept and types of corporate legal relations

A corporate legal relationship is such a public relationship that is regulated by the norms of corporate law of the Russian Federation.

Corporate legal relations are protected by the state and are of a volitional nature, since to a certain extent they express the will of the participants in legal relations, as well as the will of the state in this regard.

Corporate legal relations are of a specific nature, that is, they always represent the relationship of someone with someone, and not abstract subjects.

Corporate legal relations entail certain legal consequences for their participants. The subjects of corporate law acting as participants in a corporate legal relationship exercising their powers as a result of the legal relationship.

Corporate legal relations are related to civil law relations, this predetermines the methods of regulation of these legal relations.

As for the types of corporate legal relations, depending on the grounds, these legal relations are usually classified differently. There are relative and absolute corporate legal relations. They differ in the degree of certainty of the subjects of legal relations. In relative legal relations, the subjects are defined with sufficient clarity in order to individualize them. In relative legal relations, there are several subjects endowed with rights and obligations in relation to each other, thus, the rights of one subject of the legal relationship correspond to the duties of another, and vice versa. Absolute legal relations imply the presence of an indication of only one subject - the subject of corporate legal relations, endowed with certain rights (or rights) in relation to an indefinite circle of persons. This subject has a subjective right, and this subjective right is opposed by the legal obligation of an indefinite circle of persons.

There are also simple and complex corporate legal relations. They differ in the composition of the participants. In simple legal relations, two subjects are involved, in complex ones - more than two.

A feature of legal relations in general and corporate legal relations in particular is that they arise only if there are certain grounds. Consequently, for the existence of a corporate legal relationship, the existence of two components is necessary: material (public relations) and legal (corporate law of the Russian Federation governing public relations).

Corporate legal relations have an internal arrangement (structure). The structure of corporate legal relations consists of the following elements:

1) subjects of corporate legal relations;

2) objects of corporate legal relations;

3) content of legal relations.

11. Subjects of corporate legal relations

The subjects of corporate legal relations are the subjects of specific relations that have the rights provided for by corporate norms and are endowed with rights and obligations in accordance with these norms.

The subjects of corporate legal relations must have legal personality.

A feature of the corporate law of the Russian Federation is that its specifics are collective entities. It is this organizational moment that forms the basis for the unification of corporate norms into a sub-branch of corporate law of the Russian Federation within the civil law of the Russian Federation. A feature of the subjects of corporate law of the Russian Federation of this group is that they exercise private legal personality.

Among the subjects of corporate legal relations, there are collective and individual, realizing private legal personality.

The subjects of corporate relations include economic partnerships and companies.

Business companies are an association of capital, and business partnerships are organizations that are mainly an association of persons.

A business partnership can exist in two forms: a limited partnership and a general partnership.

Business companies are created in one of the three forms provided for by the Civil Code of the Russian Federation: limited liability company, additional liability company and joint-stock company.

A business company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of a joint-stock company or 20% of the charter capital of a limited liability company.

Individual subjects of corporate legal relations are individuals who have rights and obligations determined by the norms of corporate law of the Russian Federation.

A limited partnership implies the existence of two types of individual subjects of corporate legal relations: general partners and limited partners.

Limited liability companies and additional liability companies include participants who have rights and obligations in relation to the company.

Members of a joint-stock company are called founders or shareholders.

Bodies of a legal entity are special subjects of corporate legal relations (Article 53 of the Civil Code of the Russian Federation). They are full subjects of corporate legal relations.

The subject of corporate legal relations can be an individual entrepreneur, but only in a certain capacity, in this case, his legal status acquires a somewhat specific shade compared to general civil law. Such a subject performs a rather specific function in corporate legal relations.

By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or an individual entrepreneur (manager).

12. Features of legal capacity and legal capacity of a legal entity

The subjects of corporate legal relations must have legal personality. Since, in terms of studying corporate law, special subjects are commercial organizations, their legal personality is of a peculiar nature.

Such concepts as legal personality, legal capacity and legal capacity are closely related to the concept of the subject of corporate legal relations. Legal personality - the ability to be a subject of law. In order to be a subject of law, it is necessary to have such features as legal capacity, legal capacity and tort capacity. Only the presence of all these components without exception can be taken as the basis of legal personality.

Legal capacity means that a certain person is able to have the rights and obligations provided by law.

Moreover, such ability must be recognized by the state. In terms of determining the legal capacity of collective subjects of law, legal entities, legal capacity has rather specific features. There are several types of legal capacity: general, sectoral and special.

General legal capacity is such legal capacity that implies the possibility of having the rights and obligations provided for by law in principle, in general, regardless of the presence or absence of specific rights for a particular person. Industry-specific legal capacity is legal capacity, the implementation of which is fully possible within one industry, for example, tax, labor, etc. procedures, certain experience, etc.

Legal capacity - the ability of a particular person to exercise the rights granted by law and perform duties by his actions.

Delicacy - the ability of a certain person to bear legal responsibility for the commission of an offense by him. Tort is an essential attribute of legal personality, since the inclusion of a number of irresponsible entities in the circle of subjects of corporate legal relations would cause significant damage to corporate legal relations.

The legal capacity of a legal entity is special, since its acquisition requires the acquisition of a special status - state registration of a legal entity. Legal entities actually have the same moments of acquiring legal capacity and capacity, since they arise and are endowed with rights and obligations as legal entities at the same time.

The legal capacity of individual subjects of corporate legal relations is also special, since its presence is again associated with a number of specific circumstances, for example, with the participation of a person in the share capital of a business partnership. In the presence of such his participation, he acquires the status of a participant.

13. The content of corporate legal relations: legal obligations and rights

The content of corporate legal relations: consists of legal obligations and subjective rights. Legislative regulation of corporate legal relations occurs precisely through the establishment of certain rights and obligations for entities provided for by law.

Corporate law (in the narrow sense) includes the ability for a certain person to choose a model of behavior on their own.

The main component of a corporate duty is the existence of an obligation to do or refrain from taking a certain action in the interests of another person. Duties and rights complement each other.

The rights and obligations arising from the subjects of corporate legal relations are regulated by the norms of corporate law of the Russian Federation. Failure to fulfill an obligation may result in coercion to fulfill it, the onset of liability, which, within the framework of corporate legal relations, can be expressed in various ways.

In corporate legal relations, an obligation, just like a right, may follow from the norms of the law or from the local norms of the organization.

Corporate rights and obligations arise from the grounds provided for by law and other legal acts, as well as from the actions of citizens and legal entities, which, although not provided for by law or such acts, but due to the general principles and meaning of civil legislation give rise to civil rights and obligations. In accordance with this, corporate rights and obligations arise:

1) from contracts and other transactions provided for by law, as well as from contracts and other transactions, although not provided for by law, but not contrary to it;

2) from acts of state bodies, which are provided by law as the basis for the emergence of civil rights and obligations;

3) from a court decision that established corporate rights and obligations;

4) due to the actions of citizens and legal entities;

5) due to events with which the law or other legal act connects the onset of civil legal consequences.

Corporate rights and obligations arise on the basis of legal facts.

Legal entities exercise their civil rights at their own discretion. The refusal of legal entities to exercise their rights does not entail the termination of these rights, with the exception of cases provided for by law. The civil rights of legal entities are not unlimited, they are exercised within such limits as to minimally affect the rights of other persons - corporate and individual entities. When exercising its rights, a corporate organization may restrict the rights of other persons, therefore the Civil Code of the Russian Federation is provided for in Art. 10 "Limits to the exercise of civil rights".

Protection of the rights of a corporate organization can be carried out by any means not prohibited by the legislation of the Russian Federation, and it is not at all necessary that these methods are provided for by law.

14. Objects of corporate legal relations

A full-fledged legal relationship always occurs between the subjects of this legal relationship regarding some objects. The object of legal relationship is that phenomenon of the surrounding reality, to which subjective rights and obligations are directed.

The corporate law of the Russian Federation is part of the civil law of the Russian Federation, therefore, when determining the objects of corporate legal relations, it is necessary to take into account the provisions on the objects of legal relations and the procedure for implementing such relations of the Civil Code of the Russian Federation.

This means that if the object of a civil legal relationship is property relations, then the object of a corporate legal relationship is property relations within an economic organization, for example, property relations between the founders of an organization in relation to shares of share capital. If the legal status of participants in civil turnover is important for civil legal relations, then not all subjects of civil turnover are of primary importance for corporate legal relations, but only subjects of corporate law of the Russian Federation, i.e. corporations and individual subjects of corporate law of the Russian Federation.

If civil law as a whole is characterized by the regulation of objects of exclusive rights, then for the corporate law of the Russian Federation, exclusive rights may be of interest in terms of introducing the right to use them as a share by a person with his participation in a business partnership or company.

The objects of regulation by corporate norms are the legal status, the procedure for the creation and operation of economic organizations, as well as the components included in these relations. Thus, it is possible to designate the signs of objects of corporate legal relations:

1) relations regarding these objects, as a rule, develop between subjects of corporate law;

2) these objects act as property, the procedure for organizing activities and other components of the subject of legal regulation of corporate law of the Russian Federation.

The corporate law of the Russian Federation can be called a status law, since the establishment of the status of economic organizations is of paramount importance in it.

As can be seen from the characteristics of the object of corporate legal relations, at present it is impossible to isolate it from the object of civil law without prejudice to both parties, therefore, in terms of corporate law of the Russian Federation, we are not talking about an independent branch of law, but about a sub-branch.

The peculiarity of the objects of corporate law of the Russian Federation is that the objects of corporate legal relations are, as a rule, the behavior of subjects and the consequences of such behavior. In some cases, as a result of a certain behavior of the subject of a corporate legal relationship, a legal fact appears that has certain legal consequences for the subject.

15. The concept and features of a legal entity

According to the Civil Code of the Russian Federation, a legal entity is recognized as an organization that owns, manages or manages separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court .

Signs of a legal entity:

1) is an organization;

2) has separate property;

3) the property belongs to the organization on the right of ownership, economic management or operative management;

4) is liable for its obligations with this property;

5) may exercise and acquire property and personal non-property rights on its own behalf;

6) may perform duties on his own behalf;

7) have the right to be a plaintiff and a defendant in court. Legal entities must have independent

balance or estimate. Such a balance or estimate is one of the signs of the isolation of the property of a legal entity and the independence of the organization. Subdivisions of a legal entity may also have their own balance sheet, however, such a balance sheet cannot be recognized as independent, since it does not reflect all the costs of a subdivision of a legal entity.

A legal entity as a participant in civil transactions has legal capacity and legal capacity. The legal capacity and legal capacity of a legal entity in many respects are different from civil legal capacity and legal capacity.

The legal capacity of a legal entity means that a legal entity may have civil rights corresponding to the objectives of the activity provided for in its constituent documents, and bear the obligations associated with this activity.

Distinguish between general and special legal capacity.

The legal capacity of a legal entity arises at the moment of its creation and terminates at the moment of completion of its liquidation.

The right of a legal entity to carry out activities for which a license is required arises from the moment such a license is received or within the period specified in it and terminates upon the expiration of its validity period, unless otherwise provided by law or other legal acts.

A legal entity is subject to state registration with an authorized state body in the manner determined by the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs". State registration data are included in the Unified State Register of Legal Entities, open to the public.

Documents related to the state registration of a legal entity are contained in the registration file of this legal entity, which is part of the state register.

16. Types of legal entities provided for by the legislation of the Russian Federation

In accordance with Art. 50 of the Civil Code of the Russian Federation, legal entities can be organizations that pursue profit making as the main goal of their activities (commercial organizations) or do not have profit making as such a goal and do not distribute the profit received among participants (non-profit organizations). Legal entities that are commercial organizations may be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises. Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations (associations), institutions financed by the owner, charitable and other foundations, as well as in other forms provided by law.

The forms of carrying out the activities of non-profit organizations are regulated in more detail by the Federal Law of January 12, 1996 No. 7-FZ "On Non-Profit Organizations" and the Federal Law of August 11, 1995 No. 135-FZ "On Charitable Activities and Charitable Organizations".

Public and religious organizations (associations) are recognized as voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual or other non-material needs. Public and religious organizations (associations) have the right to carry out entrepreneurial activities corresponding to the goals for which they were created. A feature of public and religious organizations (associations) is that the participants (members) do not retain the rights to the property transferred by them to these organizations in ownership, including membership fees. Participants (members) of public and religious organizations are not liable for the obligations of these organizations, and these organizations are not liable for the obligations of their members.

All business partnerships and companies are commercial organizations.

Types of legal entities may be determined based on what powers its founder (participant) has in relation to the property of a legal entity. There are three types of legal entities:

1) legal entities in respect of which their participants have rights of obligation (economic partnerships and companies, cooperatives);

2) legal entities in respect of whose property the founder has the right of ownership or other property right (state and municipal unitary enterprises, including subsidiaries and institutions financed by the owner);

3) legal entities in respect of whose property the participants do not have property rights (public, religious organizations, various types of foundations).

17. Constituent documents of a legal entity

Depending on the type of legal entity, its legal status may be characterized by various constituent documents. Constituent documents of a legal entity are an analogue of civil identity documents.

There are several types of founding documents:

1) articles of association;

2) memorandum of association;

3) general provisions on the organization. A legal entity acts on the basis of a charter, or a constituent agreement and a charter, or only a constituent agreement.

Based on what specific documents a legal entity operates, it is determined in the relevant legislative act.

In cases stipulated by law, a legal entity that is not a commercial organization may act on the basis of the general regulation on organizations of this type. The main difference between commercial and non-profit organizations is that the requirements for their form of constituent documents are more stringent than those provided for non-profit organizations.

The foundation agreement of a legal entity is concluded, and the charter is approved by its founders (participants).

A legal entity created by one founder acts on the basis of the charter approved by this founder.

The constituent documents of a legal entity must define:

1) the name of the legal entity;

2) its location;

3) the procedure for managing the activities of a legal entity;

4) other information provided by law for legal entities of the relevant type.

The constituent documents of non-commercial organizations and unitary enterprises, and in cases provided for by law also of other commercial organizations, must define the subject and goals of the activity of a legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents and in cases where this is not mandatory by law.

As for the content of the founding agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. The agreement also defines the conditions and procedure for the distribution of profits and losses among the participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Changes to constituent documents become effective for third parties from the moment of their state registration, and in cases established by law, from the moment the state registration body is notified of such changes. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to these changes.

18. Name of the legal entity and its representative office

Civil law provides for the rules for the name and location of a legal entity. The names of non-commercial organizations, and in the cases provided for by law, the names of commercial organizations must contain an indication of the nature of the activities of the legal entity. The name and location of a legal entity are of great importance in the liability of a legal entity.

Each commercial organization must have a company name, which is entered in the Unified State Register of Legal Entities. Another firm cannot be registered under the same name. The use of the name of a legal entity is arbitrarily unacceptable, it is possible only with the consent of the copyright holder.

Illegal use of the name of a legal entity is regarded as unfair competition and entails liability in accordance with the legislation of the Russian Federation.

The location of a legal entity is determined by the place of its state registration.

The name and location of a legal entity are indicated in its constituent documents. A legal entity that is a commercial organization must have a company name. A legal entity whose trade name is registered in accordance with the established procedure has the exclusive right to use it. A person illegally using someone else's registered company name, at the request of the owner of the right to a company name, is obliged to stop using it and compensate for the losses caused. The procedure for registration and use of company names is determined by law and other legal acts in accordance with the Civil Code of the Russian Federation. In some cases, the right to a name may be limited by law.

A legal entity has the right to have representative offices and branches. Representative offices and branches are constituent parts of a legal entity, their civil legal capacity is derived from the civil legal capacity of a legal entity, they do not have it on their own and therefore cannot exercise it.

Representation - a separate subdivision of a legal entity, located outside its location, which represents the interests of the legal entity and protects them.

Branch - a separate subdivision of a legal entity located outside its location and performing all or part of its functions, including the functions of a representative office. A branch is authorized to perform more functions than a representative office, including the functions of a representative office.

Representative offices and branches are not legal entities. They are endowed with property by the legal entity that created them and act on the basis of the provisions approved by it. Heads of representative offices and branches are appointed by a legal entity and act on the basis of its power of attorney. Representative offices and branches must be indicated in the constituent documents of the legal entity that created them.

19. Liability of a legal entity

Delicacy implies the ability to answer for one's obligations to others, to be a plaintiff and a defendant in court.

The presence of irresponsible subjects in civil and corporate law is unacceptable. Unlike its subdivisions, a legal entity is capable of delinquency and bears responsibility on its own.

Legal liability is the onset of adverse consequences for a person due to a violation of certain norms by him.

With regard to the tort capacity of the divisions of a legal entity, the legal entity will be responsible for its transactions, although a claim in the event of a civil dispute will be brought at the location of the legal entity.

First of all, the responsibility of a legal entity in cases arising from civil law relations will be material in accordance with Art. 56 of the Civil Code of the Russian Federation.

A state-owned enterprise and an institution financed by the owner are liable for their obligations in the manner and on the conditions provided for in paragraph 5 of Art. 113, art. 115 and 120 of the Civil Code of the Russian Federation.

A feature of a legal entity is the presence of separate property in such a person. A legal entity is an independent participant in civil circulation, its obligations are not related to the obligations of the founder or any of its other participants. The founder (participant) of a legal entity or the owner of its property is not liable for the obligations of the legal entity, and the legal entity is not liable for the obligations of the founder (participant) or owner, except for the cases provided for by the Civil Code of the Russian Federation or the constituent documents of the legal entity.

The liability of a legal entity can be supplemented by the liability of the founders or other participants of the legal entity only if they are guilty, which is not so easy to prove.

In case of bankruptcy of the debtor through the fault of the founders (participants) of the debtor, the owner of the property of the debtor - a unitary enterprise or other persons, including through the fault of the head of the debtor, who have the right to give instructions binding on the debtor or have the opportunity to otherwise determine its actions, the founders ( participants) of the debtor or other persons in case of insufficiency of the debtor's property, subsidiary liability for its obligations may be imposed.

In cases established by federal law, the head of the debtor - an individual, members of the debtor's management bodies - individuals, as well as the debtor-citizen may be held criminally or administratively liable. A legal entity cannot be held criminally liable under any circumstances, however, administrative measures may be taken against it. Most often, liability is applied to legal entities as a kind of civil liability.

20. Reorganization of a legal entity

The reorganization of a legal entity means a significant change in the legal status of a legal entity in cases of separation, accession and transformation, and the termination of a legal entity in cases of merger and division.

Types of reorganization of a legal entity:

1) merger, when two or more legal entities merge into one legal entity;

2) accession, when one legal entity absorbs another and itself continues to function;

3) division, when one legal entity as a result of division forms several new legal entities, and the originally existing legal entity ceases to exist;

4) separation, in which another legal entity is separated from a legal entity, and the originally existing legal entity continues to exist; this type of reorganization is most often used when separating a legal entity in the event of separation of a branch of a legal entity;

5) transformation, in which a legal entity passes from one legal form to another.

There are two types of reorganization of a legal entity: voluntary and forced.

The reorganization of a legal entity may be carried out by decision of its founders (participants) or by the body of the legal entity authorized to do so by the founding documents. In cases established by law, the reorganization of a legal entity in the form of its division or separation of one or more legal entities from its composition is carried out by decision of authorized state bodies or by a court decision. Compulsory separation or division of a legal entity is carried out by the court at the initiative of the antimonopoly body in cases provided for by the antimonopoly legislation.

The transfer deed and separation balance sheet: must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties. The transfer act and separation balance sheet are drawn up after the inventory, since at the time of reorganization of the legal entity, complete information about the composition of the legal entity’s property and its accounts must be obtained.

The deed of transfer and the separation balance sheet are approved by the founders (participants) of the legal entity or the body that made the decision on the reorganization of legal entities, and are submitted together with constituent documents for state registration of newly established legal entities or amendments to the constituent documents of existing legal entities.

During the reorganization of a legal entity, the rights of its creditors must be guaranteed.

21. Liquidation of a legal entity

Liquidation of a legal entity entails its termination without transfer of rights and obligations by way of succession to other persons.

A legal entity may be liquidated:

1) by decision of its founders (participants) or a body of a legal entity authorized to do so by the constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created;

2) by a court decision in the event of gross violations of the law committed during its creation, if these violations are irreparable, or carrying out activities without proper permission (license), or activities prohibited by law, or with other repeated or gross violations of the law or other legal acts , or when a public or religious organization (association), charitable or other foundation systematically carries out activities that contradict its statutory goals, as well as in other cases provided for by the Civil Code of the Russian Federation.

Distinguish between voluntary and forced liquidation (funds cannot be liquidated on a voluntary basis), general and special are distinguished among the grounds for liquidation. General grounds apply to all types of legal entities, special - to individual legal entities and are contained in the Special Part of Corporate Law of the Russian Federation.

The founders (participants) of a legal entity or the body that made a decision to liquidate a legal entity are obliged to immediately inform the authorized state body in writing about this in order to enter into the Unified State Register of Legal Entities information that the legal entity is in the process of liquidation.

This obligation arises from the need to ensure transparency in the liquidation of a legal entity, since the liquidation of a legal entity may affect the interests of a very wide range of people. When liquidating a legal entity, it is necessary, if possible, to exclude violations of the rights of third parties and the interests of the legal entity itself and its founders.

The liquidation commission and the liquidator are directly involved in the organizational aspects of the liquidation of a legal entity.

The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or by the body that made the decision to liquidate the legal entity.

The payment of monetary amounts to creditors of a liquidated legal entity is made by the liquidation commission in the order of priority established by Art. 64 of the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the date of its approval, with the exception of fifth priority creditors, payments to which are made after a month from the date of approval of the interim liquidation balance sheet.

The liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased to exist after an entry about this is made in the Unified State Register of Legal Entities.

22. Order of satisfaction of creditors' claims

One of the main goals of the liquidation procedure of a legal entity is to satisfy the requirements of creditors. The activities of the liquidation commission are aimed at ensuring that not a single creditor of a legal entity is left without satisfaction. Upon liquidation of a legal entity, the claims of its creditors are satisfied in the following order:

1) first of all, the claims of citizens to whom the liquidated legal entity is liable for causing harm to life or health are satisfied through the capitalization of the corresponding time-based payments;

2) in the second place, settlements are made for the payment of severance pay and wages with persons working under an employment contract, including under a contract, and for the payment of remuneration under copyright agreements;

3) in the third place, the claims of creditors for obligations secured by the pledge of property of the liquidated legal entity are satisfied;

4) in the fourth place, the debt on obligatory payments to the budget and extra-budgetary funds is repaid;

5) in the fifth place, settlements with other creditors are made in accordance with the law.

When liquidating banks or other credit institutions that attract funds from citizens, first of all, the claims of citizens who are creditors of banks or other credit institutions that attract funds from citizens, as well as the requirements of an organization that performs the functions of compulsory insurance of deposits, in connection with the payment of compensation on deposits in accordance with the law on insurance of deposits of citizens in banks.

The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied. If the property of a liquidated legal entity is insufficient, it shall be distributed among the creditors of the corresponding priority in proportion to the amounts of claims to be satisfied, unless otherwise established by law.

If the liquidation commission refuses to satisfy the creditor's claims or evades their consideration, the creditor has the right to file a lawsuit against the liquidation commission before the approval of the liquidation balance sheet of the legal entity.

By a court decision, the creditor's claims may be satisfied at the expense of the remaining property of the liquidated legal entity. The creditor's claims filed after the expiration of the period established by the liquidation commission for their presentation shall be satisfied from the property of the liquidated legal entity remaining after satisfaction of the creditors' claims filed on time. Claims of creditors not satisfied due to insufficiency of the property of the legal entity being liquidated shall be considered extinguished. Claims of creditors that have not been recognized by the liquidation commission, if the creditor has not filed a claim with the court, as well as claims that the creditor has been denied satisfaction by a court decision, shall also be considered extinguished.

23. The concept of business partnerships and companies (corporations)

In accordance with the Civil Code of the Russian Federation, business partnerships and companies are recognized as commercial organizations with an authorized (share) capital divided into shares (contributions) of founders (participants). Thus, economic entities have the following characteristics:

1) economic partnerships are created in the form of partnerships or companies;

2) business partnerships and companies are commercial organizations;

3) business partnerships have an authorized capital divided into shares of the founders.

Economic organizations are understood as organizations engaged in economic activities. Economic activity includes entrepreneurship, the subjects of corporate legal relations carry out entrepreneurial activity.

In the Russian Federation, there are two types of economic entities: partnerships and companies, among which there are several subspecies.

A business partnership is an association on the basis of capital, a business partnership is an association of certain persons, where the personal factor is taken as the basis. The founding document of a business partnership is the founding agreement. In an economic society - the charter. Management in a business partnership is carried out by the participants of the partnership directly, while a complex management apparatus operates in a company. Only commercial organizations and individual entrepreneurs can be participants in a partnership. The material liability of partners is not limited. The liability of the members of the company is limited to the extent of their shares in the joint capital of the company.

Economic partnerships and companies are endowed with property belonging to them on the basis of ownership. The property of economic partnerships and companies consists of the contributions of their founders (participants).

Business partnerships and companies have a different composition of participants.

There are two types of business partnerships. Business partnerships can be created in the form of a general partnership and a limited partnership (limited partnership).

Business companies may be created in the form of a joint-stock company, a limited liability company or an additional liability company.

Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations.

Participants in business companies and investors in limited partnerships can be citizens and legal entities. State bodies and local government bodies do not have the right to act as participants in business companies and investors in limited partnerships, unless otherwise provided by law.

The law may prohibit or restrict the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint-stock companies.

24. Rights and obligations of business partnerships and companies (corporations)

Economic partnerships and companies are endowed with their own legal capacity and competence.

In terms of studying the corporate law of the Russian Federation, it is not so much the general civil rights of these persons that are important, but the rights of these persons associated with their special status. The presence of such rights in relation to a corporate organization is due to the fact that the participants in a corporate organization are sources of the organization's capital, are contributors to the organization's share capital. Giving participants responsibilities is associated with their ability to carry out managerial activities and make decisions. They should be held accountable for such decisions.

The granting of rights and obligations to participants is not the same in different organizations, the scope of powers of various subjects of corporate legal relations does not coincide, since the property shares of corporation participants, the nature and scope of their powers within the corporation, etc., do not match in volume. However, the rights and obligations of corporation participants can still be unified. They are fundamentally important from the point of view of state interests. The Civil Code of the Russian Federation provides for the rights and obligations of participants in a business partnership or company.

Participants in a business partnership or company have the right to:

1) participate in the management of the affairs of the partnership or company, except for the cases provided for in paragraph 2 of Art. 84 of the Civil Code of the Russian Federation and the law on joint-stock companies;

2) receive information about the activities of the partnership or company and get acquainted with its accounting books and other documentation in the manner prescribed by the constituent documents;

3) take part in the distribution of profits;

4) receive, in the event of liquidation of the partnership or company, part of the property remaining after settlements with creditors, or its value.

Participants in a business partnership or company may also have other rights provided for by the Civil Code of the Russian Federation, laws on business companies, constituent documents of the partnership or company.

The rights of participants in business partnerships and companies correspond to obligations, since it is impossible to vest rights without imposing certain obligations, including obligations of a property nature.

Participants in a business partnership or company are required to:

1) make contributions in the manner, amount, methods and terms provided for by the constituent documents;

2) not to disclose confidential information about the activities of the partnership or company.

Participants in a business partnership or company may also bear other obligations stipulated by its founding documents. The norm regulating the rights of participants in business partnerships and companies in the Civil Code of the Russian Federation is imperative and must be observed by all business partnerships and companies. At the same time, the rights of participants in business partnerships may be extended by the founding documents of a business partnership or company.

25. Transformation of business partnerships and companies (corporations)

The transformation of business partnerships and companies is carried out in accordance with the general rules on the transformation of legal entities.

The transformation of a business partnership or company is a voluntary matter, and the decision on such a transformation is taken independently in the manner prescribed by the legislation of the Russian Federation.

In accordance with Art. 68 of the Civil Code of the Russian Federation, economic partnerships and companies of one type can be transformed into economic partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code of the Russian Federation.

For business partnerships and companies, two conversion options are possible:

1) transformation into economic partnerships and companies of another type;

2) transformation into production cooperatives.

During the transformation of a corporate organization, the conditions of its activities, on which creditors rightly counted, may change in the most significant way. This will inevitably affect their rights. Therefore, the state protects the rights of creditors by establishing additional liability of general partners when transforming a business partnership into a company.

When a partnership is transformed into a company, each general partner who has become a participant (shareholder) of the company shall bear subsidiary liability with all his property for the obligations transferred to the company from the partnership for two years. Alienation by a former partner of his shares (shares) does not relieve him of such liability.

The possibilities for transforming business partnerships and companies with a sufficiently large freedom of transformation are still not unlimited, in some cases the transformation is impossible, the possibilities for transformation and the degree of breadth of such opportunities are determined by the type of economic entity.

There are three types of changes in the legal status of a legal entity: reorganization, liquidation and transformation of a business partnership or company. The smallest changes occur in the case of its transformation, since as a result of it the number of participants in civil circulation does not change, complex procedures for merging several organizations are not performed, and there are no relations of a different order of succession of organizations. Liquidation is characterized by the fact that as a result of it, a business partnership or company ceases to exist, and with it loses its legal capacity.

As a result of liquidation, there are no succession relations between the liquidated organization and any other corporate organizations. As a result of the reorganization of a corporate organization, there is a quantitative change in the composition of the subjects of civil circulation, and these subjects are corporate.

26. The concept and legal content of bankruptcy

Distinguish between the bankruptcy of an organization (legal entity) and a citizen, for example, an individual entrepreneur (individual).

Bankruptcy is one of the types of liability of a legal entity for unsatisfactory results of its financial activities.

Relations related to bankruptcy are regulated by the Civil Code of the Russian Federation, the Bankruptcy Law, as well as international treaties in the field of bankruptcy.

Insolvency (bankruptcy) is the debtor's inability, recognized by the arbitration court, to fully satisfy the claims of creditors for monetary obligations and (or) fulfill the obligation to make mandatory payments.

Bankruptcy consists of several procedures. When considering a case on bankruptcy of a legal entity, the following bankruptcy procedures are applied:

1) observation;

2) financial recovery;

3) external management;

4) bankruptcy proceedings;

5) settlement agreement.

Signs of bankruptcy and its grounds are:

1) the existence of a monetary obligation or obligation to make mandatory payments;

2) non-fulfillment of these obligations within three months from the date when they must be fulfilled.

The bankruptcy procedure is carried out with the participation of the arbitration court. In order to avoid contradictions in the assessment of some fundamentally significant concepts for the bankruptcy procedure, the legislation of the Russian Federation, in particular the Bankruptcy Law, provides for the normative definition of many concepts related to bankruptcy.

Debtor - a citizen, including an individual entrepreneur or a legal entity, who are unable to satisfy the claims of creditors for monetary obligations and (or) fulfill the obligation to make mandatory payments within the period established by the Bankruptcy Law.

Creditors - persons having in relation to the debtor the right to claim for monetary obligations and other obligations for the payment of mandatory payments, for the payment of severance benefits and for the remuneration of persons working under an employment contract.

In relations related to bankruptcy, the positions “debtor” and “creditor” not only indicate the parties to the civil contract, they characterize in this case, first of all, the parties to the bankruptcy procedure and reveal the essence of the institution of bankruptcy. In civil contracts, the creditor always opposes the debtor; in the case of bankruptcy, such opposition is no longer regulated by dispositive rules; bankruptcy rules, which are mainly of a mandatory nature, come into force.

The head of the debtor is recognized as the sole executive body of a legal entity or the head of a collegial executive body, as well as another person carrying out activities on behalf of a legal entity without a power of attorney.

27. Bankruptcy warning

Bankruptcy prevention is a stage of the bankruptcy procedure. When carrying out the bankruptcy procedure, the final stage of this procedure is not necessarily reached; in the presence of certain legal facts, bankruptcy cannot be carried out. One of these facts is the presence of a healing effect in the implementation of recreational activities. When implementing the bankruptcy procedure, a complex and multi-stage mechanism is put into action, the significance of which is to prevent the financial collapse of the organization.

The arbitration court, like the state, does not set itself the goal of achieving the liquidation of a legal entity declared bankrupt at all costs, the primary task in this case is to prevent negative economic consequences for both the legal entity itself and its creditors.

The prevention of bankruptcy of a legal entity involves the production of certain measures. Such measures are top-priority, the legislation on bankruptcy of a legal entity provides for other measures. In the event of the occurrence of signs of bankruptcy established by the bankruptcy legislation, the head of the debtor is obliged to send to the founders (participants) of the debtor, the owner of the property of the debtor - a unitary enterprise, information on the presence of signs of bankruptcy.

The founders (participants) of the debtor, federal executive authorities, executive authorities of the constituent entities of the Russian Federation, local governments are obliged to take timely measures to prevent the bankruptcy of organizations.

In order to prevent the bankruptcy of organizations, the founders (participants) of the debtor, before filing an application for declaring the debtor bankrupt with the arbitration court, take measures aimed at restoring the solvency of the debtor. Measures aimed at restoring the debtor's solvency may be taken by creditors or other persons on the basis of an agreement with the debtor.

One of the forms of taking measures to prevent bankruptcy is pre-trial rehabilitation.

Pre-trial readjustment is a measure to restore the solvency of the debtor taken by the owner of the property of the debtor - a unitary enterprise, the founders (participants) of the debtor, the debtor's creditors and other persons in order to prevent bankruptcy.

The founders (participants) of the debtor, the owner of the property of the debtor - a unitary enterprise, creditors and other persons, within the framework of measures to prevent bankruptcy, the debtor may be provided with financial assistance in an amount sufficient to pay off monetary obligations and mandatory payments and restore the debtor's solvency (pre-trial sanitation).

The provision of financial assistance may be accompanied by the assumption by the debtor or other persons of obligations in favor of the persons who provided financial assistance.

28. Observation procedure

Supervision is a bankruptcy procedure applied to the debtor in order to ensure the safety of the debtor's property, analyze the financial condition of the debtor, draw up a register of creditors' claims and hold the first meeting of creditors.

Supervision is introduced based on the results of consideration by the arbitration court of the validity of the applicant's claims for bankruptcy.

Supervision is introduced from the day the arbitration court accepts the debtor's application for proceedings, except in cases where a different bankruptcy procedure is to be applied to the debtor.

Supervision must be completed taking into account the timing of the bankruptcy case.

The decision of the arbitration court on the introduction of surveillance is recognized as a legal fact and entails certain legal consequences.

From the day the arbitration court issues a ruling on the introduction of supervision, the following consequences occur:

1) claims of creditors for monetary obligations and for the payment of mandatory payments, the due date for which has come on the day the supervision is introduced, can be presented to the debtor only in compliance with the procedure established by the Bankruptcy Law for filing claims against the debtor;

2) at the request of the creditor, proceedings on cases related to the recovery of funds from the debtor are suspended;

3) the execution of enforcement documents for property recovery is suspended, including arrests on the debtor's property and other restrictions regarding the disposal of the debtor's property imposed during enforcement proceedings, with the exception of enforcement documents issued on the basis of those that entered into force before the date of introduction of supervision judicial acts on the recovery of wage arrears, the payment of remuneration under copyright agreements, on the recovery of property from someone else's illegal possession, on compensation for harm caused to life or health, and on compensation for moral damage;

4) it is prohibited to satisfy the claims of the founder (participant) of the debtor for the allocation of a share (share) in the property of the debtor in connection with the withdrawal from its founders (participants), the redemption by the debtor of outstanding shares or the payment of the actual value of the share (share);

5) it is prohibited to pay dividends and other payments on issuance securities;

6) it is not allowed to terminate the debtor's financial obligations by offsetting a homogeneous counter claim, if this violates the order of satisfaction of creditors' claims established by the Bankruptcy Law.

The ruling of the arbitration court on the introduction of supervision is sent by the arbitration court to credit organizations with which the debtor has a bank account agreement, as well as to the court of general jurisdiction, the chief bailiff at the location of the debtor and its branches and representative offices, to authorized bodies.

The introduction of supervision is not grounds for the removal of the head of the debtor and other management bodies of the debtor, which continue to exercise their powers, but are somewhat limited in their rights.

29. Rights and obligations of an interim manager

A special figure exercising powers in the bankruptcy process in relation to a legal entity is an interim manager.

An interim manager may be removed by an arbitration court from performing the duties of an interim manager:

1) in connection with the satisfaction by the arbitration court of the complaint of the person participating in the bankruptcy case about the failure to perform or improper performance by the interim manager of his duties, if this violated the rights or legitimate interests of the applicant, and also caused or could cause losses to the debtor or his creditors;

2) in case of revealing circumstances that prevented the approval of the person as an interim trustee, including if such circumstances arose after the approval of the person as an interim trustee;

3) in other cases provided for by federal law.

The interim manager has the right:

1) submit claims to the arbitration court on its own behalf for the invalidation of transactions and decisions, as well as claims for the application of the consequences of the invalidity of void transactions concluded or executed by the debtor in violation of the requirements of the Bankruptcy Law;

2) raise objections to creditors' claims;

3) take part in court sessions of the arbitration court to verify the validity of the objections of the debtor regarding the claims of creditors;

4) apply to the arbitration court with a request to take additional measures to ensure the safety of the debtor's property;

5) apply to the arbitration court with a motion to remove the head of the debtor from office;

6) receive any information and documents related to the activities of the debtor;

7) exercise other powers established by the Bankruptcy Law.

The management bodies of the debtor are obliged to provide the interim manager at his request with any information relating to the activities of the debtor. The interim manager is the executive body of a legal entity that performs its duties on a non-permanent basis. He manages the activities of the organization in a certain period.

The interim manager must:

1) take measures to ensure the safety of the debtor's property;

2) to analyze the financial condition of the debtor;

3) identify the debtor's creditors;

4) keep a register of creditors' claims;

5) notify creditors about the introduction of supervision;

6) convene and hold the first meeting of creditors. At the end of supervision, the interim manager is obliged to submit to the arbitration court a report on his activities, information on the financial condition of the debtor and proposals on the possibility or impossibility of restoring the debtor's solvency. The interim manager is obliged to send for publication a notice on the introduction of supervision. The interim manager is obliged to notify all the debtor's creditors identified by him of the ruling by the arbitration court on the introduction of supervision.

30. First meeting of creditors

The temporary administrator determines the date of the first meeting of creditors and notifies all persons entitled to participate in the first meeting of creditors about it. Participants of the first meeting of creditors with the right to vote are bankruptcy creditors and authorized bodies whose claims have been entered into the register of creditors' claims.

The head of the debtor, a representative of the founders (participants) of the debtor and a representative of the debtor's employees shall take part in the first meeting of creditors without the right to vote.

The competence of the first meeting of creditors includes:

1) making a decision on the introduction of financial rehabilitation and on applying to an arbitration court with an appropriate petition;

2) making a decision on the introduction of external administration and on filing an appropriate petition with the arbitration court;

3) making a decision to apply to the arbitration court with a petition to declare the debtor bankrupt and to open bankruptcy proceedings;

4) formation of a committee of creditors, determination of the quantitative composition and powers of the committee of creditors, election of members of the committee of creditors;

5) determination of requirements for candidates of an administrative manager, an external manager, a bankruptcy trustee;

6) determination of a self-regulatory organization that must submit candidates for arbitration managers to the arbitration court;

7) selection of a registrar from among registrars accredited by a self-regulatory organization;

8) resolution of other issues provided for by the Bankruptcy Law. The decision of the first meeting of creditors on the introduction of financial rehabilitation must contain the proposed period of financial rehabilitation, the approved financial rehabilitation plan and the debt repayment schedule, and may also contain requirements for the candidate of an administrative manager.

The decision of the first meeting of creditors on the introduction of external management must contain the proposed term of external management, and may also contain requirements for the candidacy of the external manager.

The decision of the first meeting of creditors to apply to the arbitration court with a petition to declare the debtor bankrupt and to open bankruptcy proceedings may also contain a proposed term for bankruptcy proceedings and requirements for the candidacy of the bankruptcy trustee.

The arbitration court, on the basis of the decision of the first meeting of creditors, issues a ruling on the introduction of financial rehabilitation or external administration, or decides to declare the debtor bankrupt and open bankruptcy proceedings, or approves an amicable agreement and terminates bankruptcy proceedings.

If the first meeting of creditors fails to make a decision on the application of one of the bankruptcy procedures, the arbitration court shall postpone the consideration of the case and oblige the creditors to make an appropriate decision by the deadline set by the arbitration court.

31. Proceedings of bankruptcy cases in an arbitration court

Proceedings of bankruptcy cases in the arbitration court are carried out in a special order. The peculiarities of the arbitration process when considering bankruptcy cases of a legal entity are established by the Bankruptcy Law. Cases on bankruptcy of legal entities are considered by the arbitration court at the location of the debtor. An application for declaring a debtor bankrupt is accepted by an arbitration court if the claims against the legal entity in the aggregate amount to at least 100 thousand rubles and the specified claims are not fulfilled within three months from the date when they should have been fulfilled. A bankruptcy case cannot be referred to an arbitration court.

The persons participating in the bankruptcy case are:

1) the debtor;

2) arbitration manager;

3) bankruptcy creditors;

4) authorized bodies;

5) federal executive authorities, as well as executive authorities of the constituent entities of the Russian Federation and local governments at the location of the debtor in cases provided for by the Bankruptcy Law;

6) the person who provided the security for financial rehabilitation.

The following persons are involved in bankruptcy proceedings:

1) a representative of the debtor's employees;

2) a representative of the owner of the property of the debtor-unitary enterprise;

3) a representative of the founders (participants) of the debtor;

4) a representative of the creditors' meeting or a representative of the creditors' committee;

5) other persons in cases provided for by the Arbitration Procedure Code of the Russian Federation and the Bankruptcy Law.

When preparing a case for trial, the arbitration court considers applications, complaints and petitions of persons participating in the bankruptcy case, establishes the validity of creditors' claims, and exercises other powers. At the request of the persons participating in the bankruptcy case, the arbitration court may appoint an expert examination in order to identify signs of fictitious or deliberate bankruptcy. The arbitrator may take steps to reconcile the parties. The implementation of such measures cannot be grounds for suspending bankruptcy proceedings. The term for consideration of a bankruptcy case is set at 7 months.

Based on the results of consideration of the bankruptcy case, the arbitration court adopts one of the following judicial acts:

1) a decision to declare the debtor bankrupt and to open bankruptcy proceedings;

2) a decision to refuse to declare the debtor bankrupt;

3) a ruling on the introduction of financial rehabilitation;

4) a ruling on the introduction of external administration;

5) ruling on termination of bankruptcy proceedings;

6) ruling on leaving the application for declaring the debtor bankrupt without consideration;

7) a ruling on the approval of a settlement agreement. Arbitration court rulings issued as a result of consideration by the arbitration court of applications, petitions and complaints may be appealed.

32. Financial recovery

Financial recovery is a voluntary procedure, the decision to conduct which is made by a meeting of creditors or an arbitration court.

The procedure for financial recovery is introduced at the request of the debtor and a third party by a meeting of creditors or an arbitration court.

In accordance with the generally accepted procedure, financial rehabilitation is introduced by the arbitration court on the basis of the decision of the meeting of creditors. Simultaneously with the issuance of a ruling on the introduction of financial rehabilitation, the arbitration court must approve the administrative manager.

From the day the arbitration court issues a ruling on the introduction of financial rehabilitation, the following consequences occur:

1) claims of creditors for monetary obligations and for the payment of mandatory payments, the due date for which has come on the day of the introduction of financial rehabilitation, can be presented to the debtor only in compliance with the procedure for presenting claims to the debtor established by the Bankruptcy Law;

2) previously taken measures to secure creditors' claims are cancelled;

3) seizures of the debtor's property and other restrictions on the debtor in terms of the disposal of his property may be imposed exclusively within the framework of bankruptcy proceedings;

4) the execution of enforcement documents on property recovery is suspended;

5) it is prohibited to satisfy the requirements of the founder (participant) of the debtor for the allocation of a share in connection with the exit, the debtor's redemption of outstanding shares or payment of the actual value of the share;

6) payment of payments on issuance securities is prohibited;

7) it is not allowed to terminate the debtor's monetary obligations by offsetting a similar counterclaim;

8) penalties (fines, penalties), payable interest and other financial sanctions for non-fulfillment or improper fulfillment of monetary obligations and mandatory payments that arose before the date of introduction of financial rehabilitation are not charged.

In the course of the financial recovery procedure, the legislator seeks to the maximum extent possible to protect creditors, persons providing security for the obligations of the debtor (guarantors, etc.), as well as pledgees. In accordance with this, the debtor is often limited in his actions by these persons.

All measures for financial recovery are planned; for the purposes of financial recovery, two documents are taken as a basis - a financial recovery plan and a debt repayment schedule. These two documents are of great importance in the implementation of the bankruptcy procedure, since in accordance with these documents all the activities of the legal entity and its bodies during this period are built, the financial results of this activity are evaluated, and the most important decisions are made.

33. Rights and obligations of the administrator

When conducting financial rehabilitation, an administrative manager is appointed without fail, whose candidacy is approved by the arbitration court. The administrative manager in accordance with the Bankruptcy Law is endowed with a set of rights and obligations.

In the course of financial rehabilitation, the administrative manager is obliged to:

1) keep a register of creditors' claims;

2) convene meetings of creditors;

3) consider reports on the progress of the implementation of the financial recovery plan and the debt repayment schedule and provide opinions on the progress of the implementation of the financial recovery plan and the debt repayment schedule to the meeting of creditors;

4) submit for consideration to the meeting of creditors (committee of creditors) information on the progress in the implementation of the financial recovery plan and the debt repayment schedule;

5) exercise control over the timely fulfillment by the debtor of the current claims of creditors, the progress of the implementation of the financial recovery plan and the debt repayment schedule, the timeliness and completeness of the transfer of funds for the repayment of creditors' claims;

6) in case of failure by the debtor to fulfill obligations, demand from the persons who provided security for the debtor’s fulfillment of obligations in accordance with the debt repayment schedule, to fulfill the obligations arising from the provided security;

7) fulfill other duties provided for by the Bankruptcy Law.

The administrative manager has the right:

1) demand from the head of the debtor information about the current activities of the debtor;

2) take part in the inventory if it is carried out by the debtor;

3) coordinate transactions and decisions of the debtor and provide information to creditors about his transactions and decisions;

4) apply to the arbitration court with a petition to remove the head of the debtor, to take additional measures to ensure the safety of the debtor's property, as well as to cancel such measures;

5) submit claims to the arbitration court on its own behalf for the invalidation of transactions and decisions, as well as for the application of the consequences of the invalidity of void transactions concluded or executed by the debtor in violation of the requirements of the Bankruptcy Law, to exercise other powers.

The administrative manager is obliged, within 15 days from the day when the grounds for early termination of financial rehabilitation arise, to convene a meeting of creditors to consider the issue of applying to the arbitration court with a petition for early termination of financial rehabilitation.

Simultaneously with the debtor's report, the administrator shall submit to the meeting of creditors his opinion on the course of implementation of the financial recovery plan and the schedule for satisfying creditors' claims.

34. External management

External administration is introduced by the arbitration court on the basis of the decision of the meeting of creditors for a period of not more than 18 months, which can be extended by not more than 6 months. At the request of a meeting of creditors or an external administrator, the established term for external administration may be reduced.

The introduction of external management is a legal fact and entails for the enterprise and its management the consequences determined by the Bankruptcy Law, which are significant from a legal point of view from the date of the introduction of external management:

1) the powers of the head of the debtor are terminated, the management of the affairs of the debtor is entrusted to an external manager;

2) the external receiver has the right to issue an order to dismiss the head of the debtor or to offer the head of the debtor to transfer to another job;

3) the powers of the head of the debtor and other management bodies of the debtor are transferred to an external manager;

4) previously taken measures to secure creditors' claims are cancelled;

5) seizures of the debtor's property and other restrictions on the debtor in terms of the disposal of his property may be imposed exclusively within the framework of bankruptcy proceedings;

6) a moratorium is introduced on the satisfaction of creditors' claims for monetary obligations and on the payment of mandatory payments, except for the cases provided for by the Bankruptcy Law.

With the introduction of external management, the competence of various management bodies of the organization changes. The powers of the management bodies are divided between some of the debtor's management bodies and an external manager. The debtor's management bodies, within the limits of their competence established by federal law, have the right to make decisions:

1) on the introduction of amendments and additions to the charter of the company in terms of increasing the authorized capital;

2) on determining the number, nominal value of declared shares;

3) on increasing the authorized capital of the joint-stock company by placing additional ordinary shares;

4) on filing a petition with the meeting of creditors to include in the external administration plan the possibility of additional issue of shares;

5) on determining the procedure for holding a general meeting of shareholders;

6) to apply for the sale of the debtor's enterprise;

7) on replacement of the debtor's assets;

8) on the election of a representative of the founders (participants) of the debtor;

9) on the conclusion of an agreement between a third party or third parties and the debtor's management bodies authorized in accordance with the constituent documents to decide on the conclusion of major transactions, on the conditions for providing funds to fulfill the obligations of the debtor;

10) other decisions necessary for the placement of additional ordinary shares of the debtor.

Funds spent on holding a meeting of shareholders and a meeting of the board of directors (supervisory board), another management body of the debtor shall be reimbursed at the expense of the debtor only if such a possibility is provided for by the external management plan.

35. Rights and obligations of the external manager

The external manager is not a permanent sole body managing the organization, his powers are temporary and are exercised exclusively on a non-permanent basis. The external manager is vested with his powers in a special order, he is approved by the arbitration court simultaneously with the introduction of external management. The arbitration court shall issue a ruling on the approval of the external receiver.

The ruling on the approval of an external manager is subject to immediate execution and may be appealed. The external manager is endowed with certain rights and obligations in accordance with his status. Its legal capacity is of an exclusively special nature.

The external manager has the right:

1) dispose of the debtor's property in accordance with the external administration plan;

2) conclude a settlement agreement on behalf of the debtor;

3) declare a refusal to perform the debtor's contracts;

4) submit claims to the arbitration court on its own behalf for the recognition of transactions and decisions as invalid, as well as for the application of the consequences of the invalidity of void transactions;

5) carry out other actions provided for by the Bankruptcy Law.

The external manager must:

1) accept the debtor's property for management and conduct its inventory;

2) develop an external management plan and submit it for approval to the meeting of creditors;

3) to conduct accounting, financial, statistical accounting and reporting;

4) in accordance with the established procedure, raise objections to creditors' claims against the debtor;

5) take measures to collect the debt to the debtor;

6) keep a register of creditors' claims;

7) implement the measures provided for by the external management plan;

8) inform the creditors' committee about the implementation of the measures provided for by the external administration plan;

9) submit to the meeting of creditors a report on the results of the implementation of the external administration plan;

10) exercise other powers. The competence of the external manager includes the authority to establish the amount of creditors' claims, dispose of the debtor's property, and may also include the refusal to execute the debtor's transactions. One of the most important aspects of the activities of the external manager is the establishment of the amount of creditors' claims. Establishing the amount of creditors' claims is by no means always undisputed.

The external manager, within three months from the date of the introduction of external administration, has the right to refuse to execute contracts and other transactions of the debtor. In this case, special requirements must be observed. Refusal to execute contracts and other transactions of the debtor may be declared only in respect of transactions not executed by the parties in full or in part, if such transactions prevent the restoration of the debtor's solvency or if the execution by the debtor of such transactions will entail losses for the debtor in comparison with similar transactions concluded under comparable circumstances.

36. Suspension and release of the external manager from the performance of duties

The external manager is a permanent sole body that manages the organization. Thus, his powers are temporary and exercised exclusively on a non-permanent basis.

There are two types of termination of powers of an external manager.

These types include: release of the external manager from the performance of duties and removal of the external manager from the performance of duties.

An external manager may be relieved by an arbitration court from performing the duties of an external manager:

1) at the request of the external manager to release him from the duties of the external manager;

2) in other cases provided for by federal law.

The external manager released from the performance of duties is obliged to ensure the transfer of the debtor's accounting and other documentation, seals and stamps, material and other valuables to the newly approved external manager.

The dismissal of the external manager, unlike the release of the external manager, is of a compulsory nature and, as a rule, is associated with certain negative consequences of the activity of the external manager. The removal of the external manager in this case may act as a sanction for the misconduct of the external manager.

An external manager may be removed by an arbitration court from performing the duties of an external manager:

1) on the basis of a decision of a meeting of creditors to file a petition with an arbitration court in the event of non-fulfillment or improper fulfillment by an external receiver of the duties assigned to him or non-fulfillment of measures provided for by the external administration plan to restore solvency;

2) in connection with the satisfaction by the arbitration court of the complaint of the person participating in the bankruptcy case about the non-performance or improper performance by the external manager of the duties assigned to him, provided that such non-performance or improper performance of the duties violated the rights or legitimate interests of the applicant of the complaint, and also entailed or could result in losses to the debtor or his creditors;

3) in case of detection of circumstances that prevented the approval of the person as an external receiver, as well as in the event that such circumstances arose after the confirmation of the person as an external receiver;

4) in other cases provided for by federal law.

If the external receiver is removed, the arbitration court shall approve a new external receiver. The arbitration court shall issue a ruling on the approval of a new external receiver. The ruling on the approval of an external manager is subject to immediate execution and may be appealed.

37. External management plan

One of the principles of external management is its planning. In accordance with it, an external management plan is being developed. The external manager is obliged to develop an external management plan and submit it to the meeting of creditors for approval.

The external administration plan must provide for measures to restore the debtor's solvency, the conditions and procedure for the implementation of these measures, the costs of their implementation and other expenses of the debtor. The solvency of the debtor is recognized as restored in the absence of signs of bankruptcy.

The external management plan, in addition, must comply with the requirements established by federal laws, provide for a period for restoring the debtor's solvency, and contain justification for the possibility of restoring the debtor's solvency within the prescribed period.

The plan may provide for the following measures to restore the debtor's solvency:

1) re-profiling of production;

2) closure of unprofitable industries;

3) collection of receivables;

4) sale of a part of the debtor's property;

5) assignment of the debtor's rights of claim;

6) performance of the debtor's obligations by the founders (participants) of the debtor or by a third party or third parties;

7) an increase in the authorized capital of the debtor at the expense of contributions from participants and third parties;

8) placement of additional ordinary shares of the debtor;

9) sale of the debtor's enterprise;

10) replacement of the debtor’s assets;

11) other measures to restore the debtor’s solvency.

The external administration plan approved by the meeting of creditors shall be submitted to the arbitration court by the external manager no later than 5 days from the date of the meeting of creditors.

If, within 4 months from the date of the introduction of external administration, an external administration plan is not submitted to the arbitration court, the arbitration court may decide to declare the debtor bankrupt and to open bankruptcy proceedings.

The external administration plan may be declared invalid in whole or in part by the arbitration court considering the bankruptcy case, at the request of the person or persons whose rights and legitimate interests have been violated. The decision to invalidate the external administration plan in whole or in part may be appealed. The external management plan may be amended in the manner prescribed for its consideration. In the cases provided for by the external administration plan, after the inventory and evaluation of the debtor's property, the external administrator shall have the right to proceed with the sale of the debtor's property at an open auction. In order to restore the debtor's solvency, the external management plan may provide for an increase in the charter capital of the debtor - a joint-stock company by placing additional ordinary shares.

An increase in the authorized capital by placing additional ordinary shares may be included in the external management plan only at the request of the debtor's management body.

38. External manager's report

The external manager is obliged to submit for consideration of the meeting of creditors the report of the external manager:

1) based on the results of external management;

2) if there are grounds for early termination of external administration;

3) at the request of persons entitled to convene a meeting of creditors;

4) in case of accumulation of funds sufficient to satisfy all creditors' claims included in the register of creditors' claims.

The external manager's report must contain:

1) the debtor's balance sheet as of the last reporting date;

2) cash flow statement;

3) profit and loss statement of the debtor;

4) information on the availability of free cash and other funds of the debtor, which can be used to satisfy the claims of creditors for monetary obligations and on the payment of obligatory payments by the debtor;

5) a breakdown of the debtor's remaining receivables and information on the debtor's remaining unrealized rights of claim;

6) information on satisfied creditors' claims included in the register of creditors' claims;

7) other information about the possibility of repayment of the remaining accounts payable of the debtor.

A register of creditors' claims must be attached to the report of the external manager.

The external manager's report must contain one of the following sentences:

1) on the termination of external management in connection with the restoration of the debtor’s solvency and the transition to settlements with creditors;

2) on the extension of the established period of external administration;

3) on termination of proceedings in connection with the satisfaction of all creditors' claims in accordance with the register of creditors' claims;

4) on the termination of external administration and on applying to the arbitration court with a petition to declare the debtor bankrupt and to open bankruptcy proceedings.

The report of the external manager is subject to mandatory consideration by the arbitration court.

If the report of the external receiver is subject to obligatory consideration by the meeting of creditors, the report of the external receiver considered by the meeting of creditors and the minutes of the meeting of creditors shall be sent to the arbitration court no later than 5 days from the date of the meeting of creditors.

The external manager's report must be accompanied by: a register of creditors' claims as of the date of the meeting of creditors and complaints of creditors who voted against the decision taken by the meeting of creditors or did not take part in the voting.

The report of the external receiver and complaints about his actions, if any, are considered by the arbitration court no later than one month from the date of receipt of the report of the external receiver.

Based on the results of consideration of the report of the external manager, a ruling is made.

39. The concept of bankruptcy proceedings in bankruptcy

The adoption by the arbitration court of a decision on declaring the debtor bankrupt entails the opening of bankruptcy proceedings. Competitive proceedings are introduced for a period of one year. The term of bankruptcy proceedings may be extended at the request of the person participating in the case for no more than 6 months.

The decision of the arbitration court on the extension of the period of bankruptcy proceedings is subject to immediate execution and may be appealed in the manner prescribed by the Bankruptcy Law.

The founders (participants) of the debtor or a third party or third parties at any time before the end of bankruptcy proceedings are entitled to simultaneously satisfy all creditors' claims in accordance with the register of creditors' claims or provide the debtor with funds sufficient to satisfy all creditors' claims.

From the date of the adoption by the arbitration court of the decision to declare the debtor bankrupt and to open bankruptcy proceedings:

1) the deadline for the fulfillment of monetary obligations that arose before the opening of bankruptcy proceedings and the payment of obligatory payments by the debtor is considered to have come;

2) the accrual of penalties (fines, penalties), interest and other financial sanctions for all types of the debtor's debt is terminated;

3) information about the financial condition of the debtor ceases to be classified as confidential or commercial secret;

4) the conclusion of transactions related to the alienation of the debtor's property or entailing the transfer of his property to third parties for use is allowed only in the manner prescribed by the Bankruptcy Law;

5) execution of enforcement documents is terminated, including enforcement documents executed in the course of previously introduced bankruptcy procedures, unless otherwise provided by the Bankruptcy Law;

6) all claims of creditors for monetary obligations, for the payment of mandatory payments, other property claims, with the exception of claims for recognition of the right of ownership, for the recovery of moral damage, for the recovery of property from someone else's illegal possession, for the invalidation of void transactions and for the application of the consequences of their invalidity , as well as other current obligations can be presented only in the course of bankruptcy proceedings;

7) executive documents, the execution of which has ceased, are subject to transfer by bailiffs to the bankruptcy trustee;

8) previously imposed arrests on the debtor's property and other restrictions on the disposal of the debtor's property are removed. The basis for removing the arrest on the debtor's property is a court decision to declare the debtor bankrupt and to open bankruptcy proceedings. The imposition of new arrests on the debtor's property and other restrictions on the disposal of the debtor's property is not allowed;

9) the debtor's obligations are fulfilled in the cases and in the manner prescribed by the Bankruptcy Law.

40. Rights and obligations of the bankruptcy trustee

When making a decision on declaring a debtor bankrupt and on opening bankruptcy proceedings, the arbitration court approves the bankruptcy commissioner and the amount of the bankruptcy commissioner's remuneration, about which it issues a ruling, which is subject to immediate execution and can be appealed.

The bankruptcy trustee acts until the date of completion of the bankruptcy proceedings.

Publication of information on declaring the debtor bankrupt and on the opening of bankruptcy proceedings is carried out by the bankruptcy trustee.

The bankruptcy trustee is endowed with very broad powers. From the date of approval of the bankruptcy trustee until the date of termination of the bankruptcy proceedings, or the conclusion of a settlement agreement, or the removal of the bankruptcy trustee, he exercises the powers of the head of the debtor and other management bodies of the debtor.

The bankruptcy trustee must:

1) take over the property of the debtor, conduct its inventory;

2) engage an independent appraiser to assess the debtor's property, except for the cases provided for by the Bankruptcy Law;

3) notify the debtor's employees of the upcoming dismissal no later than one month from the date of the introduction of bankruptcy proceedings;

4) take measures to ensure the safety of the debtor's property;

5) analyze the financial condition of the debtor;

6) submit claims to third parties that have a debt to the debtor for its collection in the manner prescribed by the Bankruptcy Law;

7) in accordance with the established procedure, raise objections to creditors' claims against the debtor;

8) keep a register of creditors' claims, unless otherwise provided by the Bankruptcy Law;

9) take measures aimed at searching, identifying and returning the debtor's property held by third parties;

10) perform other duties prescribed by the Bankruptcy Law.

The bankruptcy trustee has the right:

1) dispose of the debtor's property;

2) dismiss the debtor's employees, including the head of the debtor;

3) declare a refusal to execute contracts and other transactions. The bankruptcy commissioner is not entitled to declare a refusal to execute the debtor's contracts if there are circumstances preventing the restoration of the debtor's solvency;

4) transfer for storage the debtor's documents subject to mandatory storage in accordance with federal laws;

5) file claims for invalidation of transactions made by the debtor;

6) to exercise other rights related to the performance of the duties assigned to him.

In the course of bankruptcy proceedings, the bankruptcy trustee carries out an inventory and assessment of the debtor's property. To do this, the bankruptcy trustee engages independent appraisers and other specialists.

41. Conclusion of a settlement agreement

The settlement agreement is an intersectoral institution, and in each branch of law, the conclusion of a settlement agreement is filled with a peculiar content in relation to legal relations characteristic of this industry.

An amicable agreement may be concluded at any stage of the consideration of the case by the arbitration court.

The decision to conclude a settlement agreement on the part of bankruptcy creditors and authorized bodies is taken by a meeting of creditors.

The decision to conclude a settlement agreement on the part of the debtor is made by the debtor-citizen or the head of the debtor-legal entity, acting as the head of the debtor, an external manager or bankruptcy trustee. Participation in the amicable agreement of third parties is allowed, which assume the rights and obligations provided for by the amicable agreement.

The settlement agreement is approved by the arbitration court. The amicable agreement enters into force for the debtor, bankruptcy creditors and authorized bodies, as well as for third parties participating in the amicable agreement, from the date of its approval by the arbitration court and is binding on the debtor, bankruptcy creditors, authorized bodies and third parties participating in the amicable agreement . A unilateral refusal to execute a settlement agreement that has entered into force is not allowed.

The bankruptcy law provides for the specifics of concluding a settlement agreement in the course of supervision, financial recovery, external management and bankruptcy proceedings.

The decision to conclude a settlement agreement on the part of the debtor is made by the citizen-debtor, the head of the debtor - a legal entity or the person acting as the said head.

The settlement agreement is not subject to agreement with the temporary manager.

The settlement agreement is not subject to agreement with the administrative manager.

The decision to conclude a settlement agreement in the course of bankruptcy proceedings on the part of the debtor is taken by the bankruptcy trustee.

Certain requirements are imposed on the settlement agreement, including requirements on the form of the settlement agreement and its content.

The settlement agreement is concluded in writing.

The amicable agreement may be approved by the arbitration court only after the repayment of the debt on the claims of the creditors of the first and second priority. The debtor, the external manager or the bankruptcy manager not earlier than 5 days and not later than 10 days from the date of conclusion of the settlement agreement must submit to the arbitration court an application for approval of the settlement agreement.

Termination of the settlement agreement in respect of all bankruptcy creditors and authorized bodies is the basis for the resumption of bankruptcy proceedings, except in cases where bankruptcy procedures have been introduced in relation to the debtor in a new bankruptcy case.

42. The concept of a full partnership and its features

The provisions on a full partnership open a part of the Civil Code of the Russian Federation, which tells about the types of business partnerships and companies. A general partnership under one name or another has become known for a long time and is an organization, if not ideal, then at least the most desirable in terms of its lending. A general partnership has a number of features that distinguish this form of management from all others. A general partnership is closest to a limited partnership and an additional liability company.

"A general partnership is one of the organizational and legal forms of a legal entity, which differs from others by the combination of personal participation and property of its members for the joint organization of entrepreneurial activities. A general partnership acts in circulation as an independent subject of rights that makes transactions with third parties on its own behalf, acquiring rights to property in its own name, assuming obligations and acting in court on its own behalf. A general partnership has its own property, different from the property of its members."

There are two types of partnership - a general partnership and a limited partnership.

A partnership is recognized as full, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

Thus, the features of a general partnership are as follows:

1) is an organization;

2) consists of several participants;

3) each of its participants is a general partner and, accordingly, is endowed with a set of rights and obligations in relation to the partnership and other persons in connection with his participation in the general partnership;

4) the association of its members into a partnership and the activities of the partnership are determined by an agreement concluded by them independently in accordance with the legislation of the Russian Federation;

5) all general partners are liable to the creditors of the general partnership with all their property;

6) the general partnership carries out entrepreneurial activities, i.e. activities aimed at the systematic extraction of profit;

7) there are no management bodies in the general partnership;

8) participants in a general partnership act on its behalf.

A general partnership is an association of persons, not capital, as is customary for business companies, therefore the personal factor is very important for a general partnership.

It is also characteristic that in a full partnership there are no management bodies, there are no executive or any other bodies representing the organization. All the affairs of the partnership are managed by the full partners jointly.

43. Management in a general partnership

Russian civil legislation proceeds from the principle of equality of full partners. In accordance with the Civil Code of the Russian Federation, they are vested with equal rights in relation to the property and management of the affairs of the partnership.

As a general rule, each participant in a general partnership has one vote. However, this norm is dispositive and the memorandum of association may provide for a different procedure for determining the number of votes of its participants.

Each participant in the partnership, regardless of whether he is authorized to conduct business of the partnership, has the right to get acquainted with all the documentation on the conduct of business.

The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void.

There are 3 possible procedures for conducting business of a general partnership:

1) in accordance with the general rule established by the Civil Code of the Russian Federation (all participants in a general partnership conduct the affairs of the partnership and each of them has the right to act on behalf of the partnership);

2) in accordance with the dispositive norm of the Civil Code of the Russian Federation, which allows general partners to independently determine the procedure for conducting affairs of a general partnership in accordance with the memorandum of association;

3) if the general partners at the conclusion of the memorandum of association are not satisfied with the procedure for conducting affairs of a general partnership, determined by the Civil Code of the Russian Federation, they have the right to provide for a different procedure for conducting business, in particular, they may provide for the possibility of conducting affairs of a general partnership in the following forms:

a) the conduct of business by all participants in a general partnership jointly;

b) entrust the management of the affairs of the general partnership to individual participants in the general partnership.

In case of joint conduct of partnership affairs by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

The determination of the powers of general partners is primarily aimed at regulating legal relations between such partners. In relations with third parties, the partnership is not entitled to refer to the provisions of the memorandum of association that limit the powers of the participants in the partnership, unless the partnership proves that the third party knew or should have known at the time of the transaction that the participant in the partnership did not have the right to act on behalf of the partnership .

The powers of individual participants in a general partnership are not absolute and may be subject to change, however, such a change must have sufficiently good reasons, since it is necessary to adhere to the stability of the legal status of the general partnership and its members. The powers to conduct the affairs of the partnership, granted to one or more participants, may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by the authorized person (persons) of his duties or his inability to reasonably manage affairs. On the basis of a court decision, the necessary amendments are made to the founding agreement of the partnership.

44. Participants in a general partnership

There are two types of participants in a full partnership - these are general partners - founders and general partners who are not founders. Partners who are not founders are vested with their status as a result of their accession to an already established general partnership. A general partnership implies a high degree of responsibility in relation to the obligations of this organization, which is the most distinctive feature of this organizational and legal form of economic activity.

The composition of participants in a general partnership may change both in the direction of increasing the number of general partners, and in the direction of reducing this number. The exit of one of the full partners from the corporation is always an undesirable phenomenon for the corporation, since it almost always results in negative consequences for the corporation as a whole. In some cases, the exit of a general partner may entail the liquidation of a general partnership. A change in the composition of participants in a general partnership is possible for various reasons. It is possible to voluntarily and involuntarily change the composition of participants in a general partnership. Participation in a general partnership is possible only if there are at least such conditions as full legal capacity and possession of certain material resources. If at least one of them is lost, the participant can no longer carry out entrepreneurial activities. Termination of participation in a general partnership is possible in the following cases:

1) withdrawal of a participant from the partnership;

2) the death of any of the participants in the full partnership;

3) recognition of one of the participants as missing;

4) recognition of one of the participants in a full partnership as incapable or with limited capacity;

5) recognition of the participant as insolvent (bankrupt);

6) discoveries in relation to one of the participants in the reorganization procedures by a court decision;

7) liquidation of a legal entity participating in the partnership;

8) foreclosure by a creditor of one of the participants on a part of the property corresponding to its share in the share capital;

9) exclusion from a general partnership.

The withdrawal of a general partner may be associated with certain abuses on his part and may be carried out forcibly - by exclusion from the participants in the general partnership. Participants in a full partnership have the right to demand in court the exclusion of one of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular as a result of a gross violation by this participant of his duties or his inability to reasonably conduct business. Particular attention should be paid to the nature of the procedure, as a result of which an exclusion from a full partnership is made. This exception is only possible:

1) by unanimous decision of the remaining participants in the general partnership;

2) in a judicial proceeding;

3) on the grounds of a gross violation by the participant of his duties or a revealed inability to conduct business.

45. Liquidation of a general partnership

Liquidation is the basis for the termination of the activities of a legal entity, including a general partnership. The liquidation of a full partnership entails the termination of the legal capacity of the full partnership, the loss of the rights of the full partnership and the termination of partnership relations between its participants.

Termination of a full partnership is possible not only through its liquidation. A general partnership may be terminated or transformed as a result of other procedures, for example, by merging, joining, separating, dividing a general partnership. Common to all these types of transformation is that as a result of their production, succession relations appear between newly created and previously existing organizations. The liquidation of a general partnership is the termination of a general partnership, which does not imply the emergence of succession relations. The liquidation of a full partnership is carried out on various grounds, provided that the further existence of a full partnership is impossible or inappropriate.

The liquidation of a general partnership is possible both voluntarily and involuntarily.

A general partnership is liquidated on the general grounds for the liquidation of legal entities specified in Art. 61 of the Civil Code of the Russian Federation, according to which a legal entity may be liquidated:

1) by decision of its founders (participants), including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created;

By a court decision on the liquidation of a full partnership, its founders (participants) or the body authorized to liquidate a legal entity by its constituent documents may be assigned the obligation to carry out the liquidation of a full partnership.

A general partnership is also liquidated in accordance with Art. 65 of the Civil Code of the Russian Federation due to its recognition as insolvent (bankrupt).

A general partnership shall also be liquidated if only one participant remains in the partnership.

46. The concept of partnership on faith, its features

Business partnerships are created in two forms: in the form of a limited partnership and a full partnership. The scope of their capacity does not match completely. A general partnership consists exclusively of general partners, and a partnership on faith (limited partnership) is a partnership in which, along with participants engaged in entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there is one or more participants-contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership. Participation in the corporation of such persons is impossible in a full partnership.

The characteristics of a partnership in faith are as follows:

1) is a legal entity;

2) is organized in the form of a limited partnership;

3) it consists of participants who are general partners or contributors;

4) general partners are liable for the obligations of the general partnership with all their property;

5) limited partners (participants-contributors) bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them;

6) limited partners do not take part in the management of the limited partnership.

Members of a limited partnership can be both individuals engaged in entrepreneurial activities and legal entities.

The legal status of a general partnership and a limited partnership is largely similar, in most cases the rules governing the position of a limited partnership are similar to the rules on a full partnership, however, they are significantly supplemented by the rules on contributors who do not participate in the management of the partnership and have other legal features. status as members of a limited partnership. The position of general partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules of the Civil Code of the Russian Federation on participants in a general partnership.

The activities of a limited partnership are entrepreneurial, and the limited partnership itself is a commercial organization.

The Civil Code of the Russian Federation establishes a rule according to which the company name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and company" and the words "limited partnership" or "limited partnership".

The legal status of a limited partnership is determined by the constituent agreement, which is the main and only constituent document of such a partnership. The memorandum of association is signed by all general partners. The investors of the limited partnership do not conclude or sign the constituent agreement. Registration of a limited partnership is terminated by its liquidation.

47. Limited Liability Company

Limited Liability Company

(LLC) is an independent organizational and legal form of entrepreneurial activity.

A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Signs of a limited liability company:

1) is a legal entity;

2) is a business company;

3) has an authorized capital;

4) is established by one or more persons;

5) the authorized capital is divided into shares in accordance with the number of founders;

6) has constituent documents;

7) the participants of the company are not liable for the obligations of the company;

8) the participants of the company bear the risk of losses within the value of their contributions.

The company owns separate property, which is accounted for on its independent balance sheet, can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, be a plaintiff and defendant in court, i.e., it is endowed with civil legal capacity and acts as an independent participant in civil law. turnover A company may have civil rights and bear civil responsibilities necessary to carry out any types of activities not prohibited by federal laws, if this does not contradict the subject and goals of the activity defined by the limited charter of the company. The company may engage in certain types of activities, the list of which is determined by federal law, only on the basis of a special permit (license). If the conditions for granting a license to carry out a certain type of activity provide for the requirement to carry out such activity as exclusive, the company during the validity period of the license has the right to carry out only the types of activities provided for by the license and related types of activities.

LLC is vested with legal capacity from the moment of its creation. The company is considered to be established as a legal entity from the moment of its state registration in accordance with the procedure established by the Federal Law on State Registration of Legal Entities.

An LLC can be established for a fixed term or indefinitely. As a general rule, a company is created without a time limit, unless otherwise provided by its charter.

The rights of a limited liability company are closely related to its obligations. The society, being a full-fledged subject of civil turnover, is a delinquent subject and therefore independently bears responsibility for its obligations with all the property belonging to it. At the same time, both the participants of the company are not liable for the obligations of the company, and the company is not liable for the obligations of its participants.

48. Constituent documents of a limited liability company

The founding documents of a limited liability company are the memorandum of association signed by its founders and the charter approved by them. If a company is founded by one person, its founding document is the charter.

The constituent documents of a limited liability company must contain conditions on the size of the authorized capital of the company; on the size of the shares of each of the participants; on the size, composition, terms and procedure for making contributions by them, on the responsibility of participants for violation of obligations to make contributions; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues decisions on which are taken unanimously or by a qualified majority of votes, as well as other information provided for by the law on limited liability companies. The constituent documents of an LLC must meet the requirements of the Civil Code of the Russian Federation for the constituent documents of a legal entity.

The founders of the company conclude a memorandum of association and approve the charter of the company. The founders of the company elect (appoint) the executive bodies of the company, and in case of making non-monetary contributions to the authorized capital of the company, approve their monetary value.

The decision to approve the charter of the company, as well as the decision to approve the monetary value of the contributions made by the founders of the company, is taken by the founders unanimously. The founders of the company are jointly and severally liable for the obligations associated with the establishment of the company and that arose before its state registration. The company is liable for the obligations of the founders of the company associated with its establishment, only in the event of subsequent approval of their actions by the general meeting of participants in the company. The charter of the company must contain:

1) full and abbreviated trade name of the company;

2) information about the location of the company;

3) information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues decisions on which are taken unanimously or by a qualified majority of votes;

4) information on the amount of the authorized capital of the company;

5) information on the size and nominal value of the share of each member of the company;

6) the rights and obligations of the company's participants;

7) information on the procedure and consequences of the withdrawal of a company participant from the company;

8) information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;

9) information on the procedure for keeping the company's documents and on the procedure for the company to provide information to the company's participants and other persons;

10) other information provided for by the Law on Limited Liability Companies.

49. Liquidation and reorganization of a limited liability company

A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its participants.

Other grounds for the reorganization and liquidation of a company, as well as the procedure for its reorganization and liquidation are determined by the Civil Code of the Russian Federation and other laws. A limited liability company has the right to be transformed into a joint-stock company or a production cooperative. The company may be voluntarily reorganized in the manner prescribed by the Law on Limited Liability Companies.

The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation. The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of legal entities created as a result of reorganization. When a company is reorganized in the form of a merger with another company, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the merged company.

The company has the right to be transformed into a joint-stock company, an additional liability company or a production cooperative.

Upon transformation of the company, all the rights and obligations of the reorganized company are transferred to the legal entity created as a result of the transformation in accordance with the deed of transfer.

A company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements of the Law on Limited Liability Companies and the company's charter. The company may also be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.

The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons.

The decision of the general meeting of the company's participants on the voluntary liquidation of the company and the appointment of a liquidation commission is made at the proposal of the board of directors (supervisory board) of the company, the executive body or the company's participant.

From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court.

The procedure for the liquidation of a company is determined by the Civil Code of the Russian Federation and other federal laws.

The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied. If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.

50. Company with additional liability

An additional liability company is an independent subject of civil circulation. An additional liability company (ALC) is an intermediate link between a partnership and a limited liability company, since the structure of the ALC is characteristic of the company, and the nature of the responsibility of its participants is for the partnership. At the same time, a company with additional liability makes it possible to quite effectively manage the organization and at the same time protect the interests of the company's creditors in the most reliable way.

An additional liability company structurally and organizationally has the same structure as a limited liability company. These two organizations are the closest. Their legal status is so close that Art. 95 of the Civil Code of the Russian Federation "Basic Provisions on Additional Liability Companies" refers to the rules governing the position of a limited liability company. According to this article, the rules of the Civil Code of the Russian Federation on a limited liability company are applied to an additional liability company insofar as otherwise is not provided for by the Civil Code of the Russian Federation.

Company with additional liability

a company founded by one or more persons is recognized, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company.

Companies with additional liability have the following features:

1) is an organization;

2) may be established by one or more persons;

3) has an authorized capital;

4) the authorized capital of the company is divided into shares;

5) the participants of the company bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions for everyone;

6) in case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The Civil Code of the Russian Federation contains requirements regarding the name of a company with additional liability. The company name of a company with additional liability must contain the name of the company and the words "with additional liability".

51. Joint stock company

A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. Shareholders who have not fully paid for the shares shall be jointly and severally liable for the obligations of the joint stock company within the limits of the unpaid part of the value of their shares.

The trade name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.

Joint-stock companies can be created in various ways, including through privatization. Features of the legal status of joint-stock companies created by privatization of state and municipal enterprises are also determined by laws and other legal acts on the privatization of these enterprises.

Joint-stock companies can carry out a variety of activities covered by the concept of entrepreneurial activity.

A joint-stock company is an independent subject of civil turnover, has legal capacity and independently exercises civil rights and bears obligations stipulated by the legislation of the Russian Federation. The legal regulation of joint-stock companies is more stringent than that of other commercial organizations. In case of violations on the part of the company, it bears the responsibility provided for by law. This shows the delinquency of AO.

A joint stock company may establish branches and open representative offices on the territory of the Russian Federation in compliance with the requirements of the Law on Joint Stock Companies and other federal laws. The establishment of branches by the company and the opening of representative offices outside the territory of the Russian Federation are also carried out in accordance with the legislation of a foreign state at the location of branches and representative offices, unless otherwise provided by an international treaty of the Russian Federation.

A branch of a company is its separate subdivision, located outside the location of the company and performing all its functions, including the functions of representation or part of them.

The representative office of the company is its separate subdivision, located outside the location of the company, representing the interests of the company and protecting them.

A branch and a representative office are not legal entities, they operate on the basis of a regulation approved by the company

The charter of the company must contain information about its branches and representative offices.

A joint stock company has the following features:

1) is an organization;

2) has an authorized capital;

3) the authorized capital is divided into shares;

4) the participants of the joint-stock company are the shareholders;

5) the shareholders are not liable for the obligations of the joint-stock company;

6) shareholders bear the risk of losses associated with the activities of the company, within the value of their shares.

52. Types of joint stock company

Joint stock companies can carry out their activities in two forms: in the form of an open joint stock company and a closed joint stock company. This difference is fundamental and is the basis for distinguishing between two organizational and legal forms of joint-stock companies.

A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a joint-stock company has the right to carry out an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts. An open subscription for shares implies publicity and openness of the financial results of the JSC. An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

An open company has the right to conduct a closed subscription for the shares it issues, except in cases where the possibility of conducting a closed subscription is limited by the company's charter or the requirements of legal acts of the Russian Federation.

The number of JSCs is not limited.

In an open joint stock company, it is not allowed to establish the pre-emptive right of the company or its shareholders to acquire shares alienated by the shareholders of this company.

A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by other shareholders of this company.

The number of shareholders of a CJSC should not exceed 50, otherwise it is subject to transformation into an open joint-stock company within a year, and after this period - to liquidation in court, if their number does not decrease.

The type of joint-stock company is necessarily reflected in its charter and corporate name, since the legal status of shareholders and the procedure for acquiring their rights in this capacity depends primarily on the type of joint-stock company.

A company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

A shareholder of a company who intends to sell his shares to a third party is obliged to notify the rest of the shareholders in writing.

Companies whose founders are the Russian Federation, a subject of the Russian Federation or a municipality (with the exception of companies formed in the process of privatization of state and municipal enterprises) can only be open.

53. Formation of a joint-stock company

The founders of a joint-stock company conclude an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital of the company, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.

An agreement on the establishment of a joint-stock company shall be concluded in writing.

The founders of a joint-stock company shall be jointly and severally liable for obligations that arose prior to the registration of the company.

The company is liable for the obligations of the founders associated with its creation, only in the event of subsequent approval of their actions by the general meeting of shareholders.

The founding document of a joint-stock company is its charter, approved by the founders.

The charter of a joint-stock company must contain conditions on the categories of shares issued by the company, their nominal value and quantity; on the size of the authorized capital of the company; about the rights of shareholders; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided for by the Law on Joint Stock Companies.

The procedure for performing other actions to create a joint-stock company, including the competence of the constituent assembly, is determined by the law on joint-stock companies.

A joint-stock company may be created by one person or consist of one person if one shareholder acquires all the shares of the company. Information about this must be contained in the charter of the company, be registered and published for general information.

A company can be created by founding anew and by reorganizing an existing legal entity (merger, division, spin-off, transformation). The company is considered established from the moment of its state registration.

The creation of a company by founding is carried out by the decision of the founders (founder). The decision to establish a company is made by the constituent assembly. If a company is founded by one person, the decision on its establishment is made by this person alone. The decision to establish a company must reflect the results of the voting of the founders and the decisions taken by them on the issues of establishing the company, approving the charter of the company, and electing the management bodies of the company.

The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founder in payment for the shares of the company, is taken by the founders unanimously. State bodies and bodies of local self-government cannot act as founders of a company, unless otherwise established by federal laws.

The number of founders of an open society is not limited.

54. Charter of a joint stock company

The founding document of a joint-stock company is its charter, approved by the founders.

The requirements of the company's charter are binding on all bodies of the company and its shareholders.

The charter of the company must contain the following information:

1) full and abbreviated trade name of the company;

2) location of the company;

3) type of company (open or closed);

4) the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

5) the rights of shareholders - owners of shares of each category (type);

6) the size of the authorized capital of the company;

7) the structure and competence of the management bodies of the company and the procedure for making decisions by them;

8) the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously;

9) information about branches and representative offices of the company;

10) other provisions stipulated by the Law on Joint Stock Companies and other federal laws.

The charter of the company may establish limits on the number of shares owned by one shareholder and their total nominal value, as well as the maximum number of votes granted to one shareholder.

The company's charter may contain other provisions that do not contradict federal laws.

The charter of the company must contain information about the use in relation to the company of a special right for the participation of the Russian Federation, a constituent entity of the Russian Federation or a municipality in the management of the specified company ("golden share").

At the request of a shareholder, auditor or any interested person, the company is obliged within a reasonable time to provide them with the opportunity to familiarize themselves with the charter of the company, including amendments and additions to it. The company is obliged to provide the shareholder, at his request, with a copy of the current charter of the company.

Amendments and additions to the charter of the company or approval of the charter of the company in a new edition are carried out by decision of the general meeting of shareholders. When the authorized capital of the company is increased by placing additional shares, the authorized capital is increased by the amount of the nominal value of the placed additional shares, and the number of declared shares of certain categories and types is reduced by the number of placed additional shares of these categories and types.

55. Liquidation and reorganization of a joint stock company

A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders. A joint-stock company may also be transformed into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

The Company may be voluntarily reorganized in the manner prescribed by the Law on Joint Stock Companies. Features of the reorganization of a company - a natural monopoly entity, more than 25% of whose shares are fixed in federal ownership, are determined by a federal law that establishes the grounds for and procedure for the reorganization of such a company.

Other grounds and procedure for the reorganization of a company are determined by the Civil Code of the Russian Federation and other federal laws.

The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation.

The formation of the property of companies created as a result of reorganization is carried out only at the expense of the property of the companies being reorganized.

The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities.

A company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements of the Law on Joint Stock Companies and the company's charter. The company may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.

The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons. In the event of a voluntary liquidation of the company, the board of directors of the company being liquidated submits for decision by the general meeting of shareholders the issue of liquidating the company and appointing a liquidation commission. The general meeting of shareholders of a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission.

The procedure for the liquidation of a JSC is established by the Law on Joint Stock Companies. The liquidation commission places in the press, which publishes data on the registration of legal entities, a message on the liquidation of the company, the procedure and terms for presenting claims by its creditors. The period for presenting claims by creditors may not be less than two months from the date of publication of the notice on liquidation of the company.

The liquidation of the company is considered completed, and the company - ceased to exist - from the moment the state registration authority makes the corresponding entry in the Unified State Register of Legal Entities.

56. The concept of subsidiaries and dependent companies, their types

The legal status of subsidiaries and affiliates is determined by the Civil Code of the Russian Federation and the legislation of the Russian Federation on individual subjects of corporate law of the Russian Federation.

Subsidiaries and dependent companies carry out entrepreneurial activities. Allocate the main organizations (economic partnership in the form of a general partnership, joint-stock company, etc.) and derivatives (subsidiaries and dependent companies).

Both business companies and business partnerships have the right to establish dependent or subsidiary companies.

There are two types of non-independent companies: affiliated companies and dependent companies.

A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its charter capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.

Subsidiaries and affiliates are divided into several types on various grounds, for example, domestic and foreign non-independent companies, companies derived from joint-stock companies, limited liability companies and other organizational and legal forms of corporate organizations are distinguished. There are dependent and subsidiaries of a joint-stock company and a limited liability company.

A limited liability company may have subsidiaries and dependent companies with the rights of a legal entity in the territory of the Russian Federation, created in accordance with federal laws, and outside the territory of the Russian Federation - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, unless otherwise provided by international agreement of the Russian Federation.

A joint stock company may have subsidiaries and dependent companies with the rights of a legal entity on the territory of the Russian Federation in accordance with federal laws, and outside the territory of the Russian Federation - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, unless otherwise provided by an international treaty of the Russian Federation. A company is recognized as a subsidiary if another (main) business company (partnership), due to its predominant participation in its authorized capital, either in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.

The parent company (partnership), which has the right to give the subsidiary company binding instructions for the latter, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. The parent company (partnership) is considered to have the right to give the subsidiary company binding instructions for the latter only if this right is provided for in the agreement with the subsidiary company or the charter of the subsidiary company.

Author: Sazykin A.V.

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"The 4K display market is still in its infancy, but it's important for LG to take a place here," said Havis Kwon, CEO and President of LG Home Entertainment. "LG's UD 3D TV elevates the home TV viewing experience to a whole new level."

LG's UD 3D TV delivers picture quality with 8 megapixels per frame, 4 times (3840 x 2160) the resolution of existing Full HD TV panels. The optional Resolution Upscaler Plus feature allows you to display a more detailed picture from external media such as hard drives, websites, or user-generated content.

The 3D Depth Control feature allows viewers to adjust the "distance" between near and far objects in the 3D image on the screen. After that, the 3D Sound Zooming engine analyzes them and adjusts the sound according to the location and movement of these objects.

The TV is equipped with the LG Smart TV platform, which includes approximately 1,4 apps and access to a growing number of premium online services. A built-in 2D to 3D image conversion engine expands the availability of 3D content. The TV comes with an LG Magic Remote. The 2.2 speaker system consists of two 10W speakers and two 15W subwoofers.

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