home Sample Documents Civil Code of the Russian Federation (CC RF). Civil Code of the Russian Federation (CC RF) Article 52 paragraph 2

Civil Code of the Russian Federation (CC RF). Civil Code of the Russian Federation (CC RF) Article 52 paragraph 2

Article 52. Constituent documents of legal entities

1. Legal entities, except business partnerships and state corporations, act on the basis of charters, which are approved by their founders (participants), except for the case provided for by paragraph 2 of this article.

A business partnership operates on the basis of a founding agreement, which is concluded by its founders (participants) and to which the rules of this Code on the charter of a legal entity are applied.

State Corporation acts on the basis of the federal law on such a state corporation.

2. Legal entities may act on the basis of a model charter approved by the authorized government agency. Information that a legal entity operates on the basis of a model charter approved by an authorized state body is indicated in a unified state register legal entities.

The model charter approved by the authorized state body does not contain information about the name, company name, location and size authorized capital legal entity. Such information is indicated in the unified state register of legal entities.

3. In the cases provided for by law, an institution may act on the basis of a single model charter approved by its founder or a body authorized by him for institutions established to carry out activities in certain areas.

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and specific goals of the activity commercial organization may also be provided for by the charter in cases where this is not mandatory by law.

5. The founders (participants) of a legal entity shall have the right to approve regulating corporate relations (paragraph 1 of Article 2) and internal regulations and other internal documents of the legal entity that are not founding documents.

The internal regulations and other internal documents of a legal entity may contain provisions that do not contradict the constituent document of the legal entity.

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment state registration constituent documents, and in cases established by law, from the moment of notification of the body carrying out state registration 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 such changes.

1. Legal entities, with the exception of business partnerships and state corporations, act on the basis of charters, which are approved by their founders (participants), except for the case provided for in paragraph 2 of this article.

A state corporation operates on the basis of the federal law on such a state corporation.

2. Legal entities may act on the basis of a model charter approved by the authorized state body. Information that a legal entity operates on the basis of a model charter approved by an authorized state body is indicated in the unified state register of legal entities.

The model charter approved by the authorized state body does not contain information about the name, company name, location and amount of the authorized capital of the legal entity. Such information is indicated in the unified state register of legal entities.

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

The internal regulations and other internal documents of a legal entity may contain provisions that do not contradict the constituent document of the legal entity.

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of constituent documents, and in cases established by law, from the moment of notification of the state registration body 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 such changes.

Civil Code of the Russian Federation Article 52. Constituent documents of legal entities

(see text in previous edition)

A state corporation operates on the basis of the federal law on such a state corporation.

(see text in previous edition)

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

(see text in previous edition)

Official text:

Article 52. Constituent documents of legal entities

1. Legal entities, with the exception of business partnerships, act on the basis of charters, which are approved by their founders (participants), except for the case provided for by paragraph 2 of this article.

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

The internal regulations and other internal documents of a legal entity may contain provisions that do not contradict the constituent document of the legal entity.

Lawyer's comment:

Constituent documents are documents on the basis of which, in accordance with the law, legal entities are registered and operate. The provisions of constituent documents are obligatory for a legal entity in relations with its founders (participants) and third parties. The law names three types of constituent documents: memorandum of association, charter, general regulation on organizations of this type. Legal entities act either on the basis of one of the named types of constituent documents, or on the basis of two documents - both the constituent agreement and the charter.

In cases stipulated by law, a non-profit organization may act on the basis of the general regulation on organizations of this type. In particular, the primary trade union organizations may act on the basis of the general provision on the primary trade union organization, approved at the congress (conference) of the relevant trade union(Articles 3 and 8 of the Law on Trade Unions).

The constituent documents of a legal entity must contain a minimum of conditions specified by law ( the necessary conditions). Paragraph 2 of this article establishes a list of conditions to be included in the constituent documents (charter, memorandum of association) of all legal entities (name, location, procedure for managing the activities of a legal entity, etc.). With regard to certain types of legal entities, this list is specified and supplemented by the relevant articles of the Civil Code of the Russian Federation and special laws about these entities.

In the constituent documents of legal entities that, in accordance with the law, have special legal capacity ( non-profit organizations, unitary enterprises, banks, insurance organizations, stock exchanges, etc.), the subject and goals of the legal entity's activities should be determined. The founders (participants) of a commercial organization have the right to indicate in its constituent documents the subject and objectives of the activity, even in cases where this is not mandatory by law. In this case, the subject should be understood as the types of activities carried out by a legal entity (trade, construction, banking, etc.). The purpose of the activity is to achieve a certain result, there are commercial and non-commercial (charitable, educational, religious, consumer, etc.) goals.

The memorandum of association regulates the creation of a legal entity and the relationship of the founders with each other and with the legal entity for the period of its existence. He must answer general requirements presented by the Civil Code to contracts and transactions (including the rules on the grounds for declaring transactions invalid), as well as reflect the features provided by law for this contract as a constituent document of a legal entity of the corresponding organizational and legal form.

Paragraph 3 of this article concerns the issue of legal binding of changes made to constituent documents for a legal entity and its founders (participants) in their relations with third parties. By general rule changes in constituent documents become effective for third parties from the moment of their state registration. The law may establish cases when changes of a certain type become effective for third parties not from the moment of registration, but from the moment of notification of the state registration body about such changes.

At the same time, legal entities and their founders (participants) are not entitled to refer to the absence of changes made to the constituent documents in relations with third parties acting subject to these changes. In particular, this rule hinders the satisfaction of the requirements of the founders (participants) to invalidate the transactions of a legal entity concluded with third parties, due to the lack of state registration of the relevant changes.

Civil Code RF, along with those adopted in accordance with it federal laws, is the main source of civil law in Russian Federation. The norms of civil law contained in other normative legal acts cannot contradict the Civil Code. The Civil Code of the Russian Federation, work on which began at the end of 1992 and initially went in parallel with work on the Russian Constitution of 1993, is a consolidated law consisting of four parts. In connection with the huge amount of material that required inclusion in the Civil Code, it was decided to accept it in parts.

The first part of the Civil Code of the Russian Federation, which entered into force on January 1, 1995, (with the exception of certain provisions), includes three of the seven sections of the code (section I "General Provisions", section II "Property and other property rights", section III"The General Part of the Law of Obligations"). This part of the Civil Code of the Russian Federation contains the fundamental norms of civil law and its terminology (on the subject and general principles of civil law, the status of its subjects (individuals and legal entities)), objects of civil law ( various types property and property rights), transactions, representation, statute of limitations, ownership, as well as the general principles of the law of obligations.

The second part of the Civil Code of the Russian Federation, which is a continuation and addition to the first part, was put into effect on March 1, 1996. It is completely devoted to section IV of the code " Separate types obligations." Based on the general principles of the new civil law of Russia, enshrined in the Constitution of 1993 and part one of the Civil Code, part two establishes a detailed system of norms on individual obligations and contracts, obligations from causing harm (torts) and unjust enrichment. In terms of its content and significance, part two of the Civil Code of the Russian Federation is a major stage in the creation of a new civil legislation of the Russian Federation.

The third part of the Civil Code of the Russian Federation includes Section V "Inheritance Law" and Section VI "International Private Law". In comparison with the legislation in force before the entry into force on March 01, 2002 of part three of the Civil Code of the Russian Federation, the rules on inheritance have undergone major changes: new forms of wills have been added, the circle of heirs has been expanded, as well as the circle of objects that can be transferred in the order of hereditary succession; introduced detailed rules relating to the protection of the inheritance and its management. Section VI of the Civil Code on regulation civil law relations, complicated by a foreign element, is a codification of the norms of private international law. This section, in particular, contains rules on qualifications legal concepts in determining the applicable law, on the application of the law of the country with plurality legal systems, about reciprocity, return sending, establishing the content of the norms of foreign law.

The fourth part of the Civil Code (entered into force on January 1, 2008) consists entirely of Section VII "Rights to the results of intellectual activity and means of individualization." Its structure includes general provisions- norms that apply to all types of results of intellectual activity and means of individualization or to a significant number of their types. The inclusion of norms on intellectual property rights in the Civil Code of the Russian Federation made it possible to better coordinate these norms with the general norms of civil law, as well as to unify the terminology used in the field of intellectual property. The adoption of the fourth part of the Civil Code of the Russian Federation completed the codification of domestic civil legislation.

The Civil Code of the Russian Federation has passed the test of time and extensive practice of application, however, economic offenses, often committed under the guise of civil law, have revealed the lack of completeness in the law of a number of classical civil law institutions, such as the invalidity of transactions, the creation, reorganization and liquidation of legal entities, the assignment claims and transfer of debt, collateral, etc., which necessitated the introduction of a number of systemic changes into the Civil Code of the Russian Federation. As noted by one of the initiators of such changes, the President of the Russian Federation D.A. Medvedev, “The current system needs not to be reorganized, fundamentally changed, ... but to be improved, unlocking its potential and developing implementation mechanisms. The Civil Code has already become and should remain the basis for the formation and development of civilized market relations in the state, an effective mechanism for protecting all forms of ownership, as well as the rights and legitimate interests of citizens and legal entities. The Code does not require fundamental changes, but further improvement of civil legislation is necessary ... "<1>.

On July 18, 2008, Decree of the President of the Russian Federation N 1108 "On the improvement of the Civil Code of the Russian Federation" was issued, which set the task of developing a concept for the development of the civil legislation of the Russian Federation. On October 7, 2009, the Concept was approved by the decision of the Council for the Codification and Improvement of Russian Legislation and signed by the President of the Russian Federation.

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<1>See: Medvedev D.A. The Civil Code of Russia - its role in development market economy and the creation of a rule of law // Bulletin of civil law. 2007. N 2. V.7.