What is meant by the legal capacity of a legal entity? Concept and characteristics of a legal entity

1. Legal capacity is the ability to have rights and bear responsibilities. The legal capacity of a legal entity coincides with its legal capacity. It occurs from the moment of registration
legal entity and terminates at the moment of registration of its termination.

2. Types of legal capacity legal entities:

special legal capacity. A legal entity may have civil rights, corresponding to the goals of its activities provided for in constituent documents, and bear the responsibilities associated with this activity ( non-profit organizations And unitary enterprises);

general legal capacity, presupposing the opportunity to have the rights and bear the responsibilities necessary to carry out any type of activity not prohibited by law (business
partnerships and societies, production cooperatives).

Certain types activities, the list of which is determined Federal law"On licensing of certain types of activities" dated 08.08.01 No. 128-FZ (as amended on 26.03.03), legal entities can only engage in activities with a special permit (licenses).

A legal entity acquires civil rights and accepts civic duties through its bodies, the structure and competence of which are defined in the constituent documents.
A legal entity has the right to create representative offices and branches outside its location.

A representative office is one located outside the location of a legal entity separate division which represents the interests of a legal entity and protects them. A branch, in addition to representative functions, also performs all other functions of a legal entity or part thereof. All branches and representative offices must be indicated in the constituent documents of the legal entity. Branches and representative offices are not independent legal entities (and therefore, subjects of civil law). Their leaders exercise their powers on the basis powers of attorney. Branches and representative offices operate on the basis of regulations adopted by the legal entity that founded them, and the property transferred to them is the property of this legal entity.

A legal entity may be limited in its rights only in cases and in the manner provided by law. Such a restriction can be appealed in court (clause 2 of article 49 of the Civil Code).

Legal status of business partnerships.

Business partnerships – contractual association several persons for joint management entrepreneurial activity.

Signs of partnership:

1. This is an association of persons (at least 2). They are created for a specific joint activities on the basis of an agreement between its participants, i.e. By prior agreement;

2. Personal participation of the members of the partnership in its affairs by making a property contribution and general authority affairs;

3. Their authorized (share) capital is divided into shares;

4. The main thing actor- comrade. He bears unlimited liability for the obligations of the company with all his property;

5. Follows from the previous sign. A person can be a general partner in only one partnership;

6. A full comrade can only be individual entrepreneur or a commercial organization.

Share capital forms the property base of the partnership's activities and guarantees the interests of creditors. Authorized (share) capital is the amount of deposits recorded in the constituent documents and valued in rubles, which the founders decided to combine when creating a legal entity.

General partnership.

This simplest form entrepreneurship. It is called complete because the law provides for complete additional responsibility debt comrades YL.

Economic partnership whose participants jointly bear subsidiary liability according to his obligations, all his property is called full partnership.

Signs:

1. association of persons on a contractual basis (usually a small number);

2. the personal nature of the relationship between the participants;

3. the purpose of the association is to carry out business activities;

4. unlimited joint responsibility partners in obligations;

5. the impossibility of participation of individual partners in other partnerships with the rights of unlimitedly responsible participants.

A general partnership arises on the basis of a constituent agreement between several participants (full partners). The name must include all the true names of the comrades or the word “and company.” When it changes personnel– change brand name. Share capital matters only at registration. Changing it further does not affect legal status partnership. The share capital of the partnership is at least 100 minimum wages.

All property is initially formed only from the contributions of participants, but this is not considered shared ownership. Participants are not liable in proportion to their contributions, but in their entirety with all their property.

Participants participate in the distribution of profits in proportion to their shares in the share capital (otherwise it may be established in the constituent agreement). The liability of the participants is subsidiary (borne jointly and severally).

Initial and subsequent participants are equally liable for all obligations, regardless of the time they arose.

In accordance with paragraph 2 of Art. 75 of the Civil Code - a retired partner continues to be liable for obligations that arose before his departure for another 2 years from the date of approval of the enterprise’s report for the year in which he left.

Liquidation:

1. change in personnel;

2. change property status participant;

3. when there is only 1 friend left

4. Art. 61GK ( general provisions on liquidation) + Art. 80 GK.

Partnership of faith.

This is an HT, consisting of 2 categories of participants: general partners (complementaries), who are jointly and severally liable for its obligations with their property, and fellow contributors (limited partners), who are not liable for the obligations of the enterprise.

Signs:

1. has 2 compositions that make up its persons: general partners and limited partners

Limited partners are persons who invest in this organization during its creation and during the course of its activities. They are not liable for the debts of the partnership. They only have the risk of losing their investment. Do not participate in management, are not required to personally participate, do not sign memorandum of association(anonymously).

Right to receive income.

They receive a certificate of contribution, which is not the Central Bank.

The right gets acquainted with the reporting.

The right to transfer the deposit (Article 85 of the Civil Code of the Russian Federation).

When leaving, it is not a share of property, but a contribution.

In case of liquidation – distribution of the liquidation balance.

Liquidation:

If there is 1 full partner and 1 limited partner left.

The rest is similar to PT.

Related information.

Being a full participant civil interaction, the organization is always endowed with legal capacity and capacity. Nevertheless, these qualities have significant differences from similar characteristics, which are fully recognized by law for individuals. From what moment does the legal capacity of a legal entity arise? and what features does the corresponding process entail?

The concept of organizational capacity

Civil law of the Russian Federation defines the legal capacity of an organization as its ability to be endowed with rights civil nature and fulfill related duties (including responsibilities) through specific actions.

State Code Russian Federation says that a legal entity is endowed with civil rights and responsibilities through specific bodies that carry out their type of activity, guided by legislation and constituent documentation. The procedure for electing these bodies is also determined by law or through constituent documents.

It should be noted that an organization can be endowed with rights and obligations through participants, who certainly act in good faith and competently. Legal capacity ( legal capacity) of a legal entity arises from the moment its registration. This factor is the most important distinctive feature organizations from individuals(regarding the aspect under consideration).

The concept of legal capacity of an organization

The legal capacity of a legal entity is understood as its ability to be endowed with specific rights and duties of a civil nature that he needs to develop any activity that does not contradict the law.

It should be noted that a legal entity arises from the moment of its formation or after acquisition special document(licenses). In other words, immediately after registration, the organization is endowed with absolute legal capacity. If for some reason an organization is excluded from unified register state or the license period expires, this indicates the termination of the legal capacity of this organization.

It should be noted that the legal capacity of a public association as a legal entity also arises from the moment of registration with government bodies. She is endowed with a dual character. Thus, it can be general (another name is universal) or special (limited). These concepts are discussed in detail below.

The emergence of legal capacity and legal capacity of the organization

Legal capacity, as well as the legal capacity of a legal entity, arises from the moment of its registration with the relevant body or after registration of the charter. In fact, this is their main distinguishing feature from the legal capacity and capacity of an individual.

It is important to note that the literature often uses the concept of “legal capacity” of an organization. It’s easy to guess that it appeared precisely for the reason simultaneous occurrence each of the elements of a given set. This provision is fully confirmed by paragraph 3 of Article 49 and paragraph 2 of the State Code.

As is known, legal capacity in relation to individuals arises strictly in accordance with the achievement of a specific age; it often depends on the state of health of the citizen. But for legal entities, the difference between the categories presented, as a rule, is absolutely irrelevant.

Types of legal capacity of legal entities

As it turned out in previous chapters, the legal capacity of a legal entity arises from the moment of its registration with the relevant body (or after registration of the charter). An important aspect this issue is the presence certain classification, which implies the separation of general and limited legal capacity. The first is often called universal. It gives legal entities a useful opportunity to carry out absolutely all types of activities not prohibited by legislative acts. It should be noted that in in this case the constituent documents of an organization should not contain an exhaustive list of types of activities that it has the right to implement. In other words, a legal entity can carry out absolutely any activity that is not prohibited by legislative acts.

Special legal capacity of the organization

Limited (special) legal capacity of a legal entity arises from the moment of its registration, but only those organizations for which this legal capacity is established through legislative acts or constituent documentation. The main difference between this type of legal capacity is the ability of a legal entity to exercise only strictly certain activities. Important factors here are the social division of labor and the goals that higher authorities prescribed to a specific legal entity.

Business management system and the principle of legal capacity

The general or special legal capacity of a legal entity arises from the moment state registration and strictly depends on the business process management system. The principle of special determines, as a rule, a centralized system for managing economic activities.

It is important to note that when market type economy, inherent in a considerable number of countries of the world, powerful regulation of the legal capacity of an organization as an exclusively special one in no way meets the requirements innovation mechanism management. It is for this reason that a legal entity can promote any type of activity that does not conflict with its statutory objectives (goals). Moreover, it should not be prohibited by law, which goes without saying.

Exceptions

There are also specific types activities (their list is established by law) that legal entities can engage in, provided they have special permission, called a license. Accordingly, we can conclude that the legal capacity of the organization in any case is endowed with a targeted nature, and the goals of activity provided for in its charter, as a rule, are very diverse. For example, next to exclusively production ones there may be foreign trade or research goals of activity.

Such wide opportunities are provided to partnerships and companies of an economic type, cooperatives, as well as other organizations endowed with commercial characteristics. In addition, the owner property rights or a person authorized by him may authorize the certain types economic activity own institution, having the characteristics of a non-profit.

Another aspect of the question suggests that directly legislative acts significantly limit the economic capabilities of a number of organizations. An example of this would be entrepreneurial activity certain public associations(political parties).

Licensing of organizations' activities

As noted above, the legal capacity and capacity of a legal entity arises from the moment of its registration or after receiving a certain permitting document called a license. It can be submitted to the relevant authority in either paper or electronic form.

This type of documentation indicates that a particular legal entity fully complies licensing requirements for a certain nature of activity that have been established by law. Among these requirements, the most important are the following:

• Availability specific organization buildings, premises, equipment and so on.
• Availability of employees who have the qualifications necessary to carry out a specific type of activity.
• Availability of a control system production processes and so on.

Bodies and representatives of a legal entity

As it turned out above, the legal capacity of a legal entity arises at the time of its formation, which is timed to coincide with registration through government agencies(clause 3 of article 49 and clause 2 of article 51 of the Civil Code). But for full participation in civil circulation any organization must be endowed not only with legal capacity, but also with legal capacity. Thus, own actions it has the right to receive, form, implement and, of course, execute necessary rights and responsibilities.

That is why it would be advisable to introduce such a term as a body of a legal entity ( individual- a body of a sole character, or a group of persons - a body of a collegial character), which represents the interests of a particular organization regarding relations with other entities involved in the economic process and having certain rights. It's important to note that this body does not have special powers, that is, the process takes place without a power of attorney.

Basically, a distinction is made between general, sectoral and special legal capacity.

General represents the fundamental ability of a person to have any rights and obligations from among those provided for current legislation, although the actual possession of certain rights can occur, as already mentioned, only under certain conditions.

Industry legal capacity is the legal ability of a person to be a subject of relations in a particular branch of law. In each branch of law, the moment of emergence of legal capacity and the volume potential rights(content of legal capacity) may be different.

Industry-specific legal capacity makes it possible to acquire rights in certain branches of law. That is why it is called industry. For example, marriage, labor, election.

The civil legal capacity of the state does not coincide in content with the legal capacity of individuals and legal entities. A number of rights may belong only to the state, in particular the ability to acquire property without heirs or issue government securities.

There are areas of legal relations, the nature of which does not contradict the participation of a wide range of subjects in them, but this is not allowed by law. This sphere of relations is called a state monopoly. In particular, a state monopoly is established, as a rule, on the export and import of certain types of goods.

The legislation establishes a list of objects that can be located exclusively in state property, in particular the subsoil and animals are able natural freedom. At the same time, some opportunities, for example, to transfer property by inheritance, to enter into certain types of contracts, to have your own company name, to be considered the author of works of literature, science and art, are not available to the state.

Civil legal capacity is the ability of a person to have civil rights and bear responsibilities.

Civil procedural legal capacity is the ability provided by law to have procedural rights and bear procedural responsibilities. It is closely related to civil legal capacity(Articles 17, 18 of the Civil Code of the Russian Federation), but not identical to it. In order civil proceedings not only cases arising from civil legal relations, but also cases arising from administrative, labor, family, tax and other legal relations.

Civil procedural standing, that is, the potential right to be participants civil process, in the Russian Federation equally have

• · citizens of the Russian Federation;
• · Foreign citizens;
• · persons with dual citizenship;
• · stateless persons;
• · Russian legal entities;
• · foreign organizations, societies, institutions of any organizational and legal forms, regardless of the form of ownership;
• · Russian Federation;
• · Subjects of the Russian Federation;
• · municipalities Russian Federation;
• · foreign states.

In fact, civil procedural legal capacity is recognized in the Russian Federation for any bearer of subjective right. For example, an independent participant in civil proceedings may be labor collective. Due to judicial protection rights are derived from subjective rights protected by law, civil procedural legal capacity arises from the moment legal capacity arises in the relevant branch of substantive law.

Citizens have civil procedural legal capacity from the moment of birth, and their legal capacity ends at the moment of death. The legal capacity of organizations arises from the moment they become subjects substantive law. It is from this moment that they have the right to use procedural protections.

Special legal capacity is the ability of a person to be a participant in legal relations arising in connection with the occupation of certain positions (president, judge, member of parliament), or the person’s belonging to certain categories subjects of law (employees of a number Vehicle, law enforcement and etc.).

The emergence of special legal capacity is determined by the fulfillment special requirements or the occurrence of certain circumstances. (For example, a judge in the Russian Federation may be a person with a higher legal education, definite practical experience, and age at least 25 years. To be elected to the office of President of the United States, you must be 35 years of age and permanent residence in the United States for at least 14 years).

The ability of a legal entity to be a bearer of civil rights and obligations. According to Art. 49 of the Civil Code of the Russian Federation, a legal entity may have civil rights corresponding to the goals of its activities provided for in its constituent documents, and bear responsibilities associated with these activities. Commercial organizations, with the exception of unitary enterprises and other types of organizations provided for by law, may have and bear civil responsibilities necessary to carry out any types of activities not prohibited by law (general legal capacity). Accordingly, non-profit organizations, unitary enterprises and other types of legal entities specified in the law can only engage in those activities that are permitted to them by law and constituent documents (special). To engage in certain types of activities (the list of which is determined by law) it is necessary to obtain a license. A legal entity is limited in its rights only in the case and in the manner prescribed by law. A decision limiting his rights can be appealed to. P.Y.L. arises at the moment of its creation and terminates at the moment of completion of its liquidation (see Liquidation of a legal entity).

Large legal dictionary. - M.: Infra-M. A. Ya. Sukharev, V. E. Krutskikh, A. Ya. Sukharev. 2003 .

See what “LEGAL CAPACITY OF A LEGAL ENTITY” is in other dictionaries:

LEGAL CAPACITY OF A LEGAL ENTITY Legal encyclopedia

LEGAL CAPACITY OF A LEGAL ENTITY- in accordance with Art. 45 of the Civil Code, a legal entity may have civil rights corresponding to the goals of the activity provided for in its constituent documents, as well as the subject of activity, if it is specified in the constituent documents, and bear... ... Legal Dictionary modern civil law

The ability of a legal entity to be a bearer of civil rights and obligations. P.Y.L. determined in the charter (regulations) of this legal entity. Firms and enterprises, as legal entities, have the right to make transactions, build and acquire... ...

legal capacity of a legal entity- the ability of a legal entity to be a bearer of civil rights and obligations. According to Art. 49 of the Civil Code of the Russian Federation, a legal entity may have civil rights corresponding to the goals of its activities provided for in its constituent documents, and bear... ... Large legal dictionary

Legal capacity of a legal entity- the ability of a legal entity to have civil rights corresponding to the goals of its activities provided for in its constituent documents, and to bear the responsibilities associated with these activities... Housing Encyclopedia

Legal capacity of a legal entity- 1. A legal entity may have civil rights corresponding to the goals of its activities provided for in its constituent documents, and bear responsibilities associated with these activities. Commercial organizations, with the exception of unitary... ... Official terminology

LEGAL CAPACITY OF A LEGAL ENTITY- possession by a legal entity of civil rights corresponding to the goals of the activity provided for in its constituent documents and the performance of responsibilities associated with this activity. Certain types of activities, a list of which... ... Big economic dictionary

- (see LEGAL CAPACITY OF A LEGAL ENTITY) ... encyclopedic Dictionary economics and law

Encyclopedia of Law

Legal capacity of a legal entity- (English passive capacity of juridical person) the ability of a legal entity to have civil rights corresponding to the goals of the activity provided for in its constituent documents, and to bear the responsibilities associated with this activity.… … Large legal dictionary

Books

• Civil Code of the Russian Federation. Legal entities. Article-by-article commentary to Chapter 4. The proposed edition contains article-by-article comment to chapter 4 Civil Code RF, dedicated to legal entities. The commentary discusses the characteristics of a legal entity...

Civil capacity is the ability to have civil rights and bear responsibilities.

Legal capacity of a citizen occurs at birth and ends at death(Article 17 Part 1 of the Civil Code of the Russian Federation).

Subjectivity of rights and obligations

A citizen can renounce his subjective right, but cannot renounce his legal capacity.

The ability to have civil rights must be distinguished from the possession of those rights. Legal capacity is only a general prerequisite for the emergence of subjective rights and obligations. The presence of legal capacity only means that a person may have certain civil rights, for example, to a car, but this does not mean that this person is this moment has a car. Ownership as subjective right arises in a citizen as a result of certain legally meaningful action(), for example, as a result of concluding a contract for the sale of a car. Before purchasing a car, a citizen had only civil legal capacity, i.e., the opportunity to have civil rights and bear responsibilities, and after purchasing it, this opportunity turned into reality and he became the owner of a subjective civil right - the right of ownership of a car.

Scope of legal capacity is the same for all citizens. Each citizen can have the same rights as any other (general legal capacity). Sample list civil rights that may belong to individual citizens are contained in Art. 18 Part 1 of the Civil Code of the Russian Federation.

Citizens can:

• have property on the right of ownership;
• inherit and bequeath property;
• engage in business and any other activity not prohibited by law;
• create legal entities;
• do not do any contrary to law transactions;
• choose a place of residence;
• have the rights of the author of works of science, literature and art;
• have other property and personal non-property rights.

Civil capacity

To be a full member civil relations, a citizen must also have legal capacity.

Capacity- this is the ability of a citizen, through his actions, to acquire and exercise civil rights and create civil responsibilities for himself and fulfill them (Article 21, Part 1 of the Civil Code of the Russian Federation).

The possibility of performing actions as a result of which a citizen acquires or terminates certain rights or obligations depends both on the citizen’s age and on his state of health, as a result of which in contrast to legal capacity, legal capacity individual citizens may not be the same.

Based on the scope of their legal capacity, citizens are divided into four groups:

• fully capable;
• partially capable;
• persons with limited legal capacity;
• incompetent.

Full legal capacity

Fully capable citizens - these are citizens who have reached 18 years of age ( adult citizens), - art. 21 Part 1 of the Civil Code of the Russian Federation.

In some cases, full legal capacity occurs before the age of 18, namely:

When the law allows marriage before the age of 18, a citizen who has not reached this age acquires legal capacity in in full from the time of marriage.

Reducing the marriageable age below 16 years is possible only in those regions of the Russian Federation where marriage is permitted up to the age of sixteen. The legal capacity acquired as a result of marriage is retained in full even in the event of divorce before reaching the age of eighteen. If a barque is declared invalid (for example, fictitious marriage) the court may decide on the loss of a minor spouse full legal capacity from the moment determined by the court.

Another basis for acquiring full legal capacity is emancipation.

Emancipation- declaring a minor who has reached the age of 16 fully capable by decision of the guardianship and trusteeship authority - with the consent of both parents, adoptive parents or trustee, or in the absence of such consent - by a court decision.

The grounds for emancipation are work for employment contract or engaging in entrepreneurial activity.

Full civil capacity allows citizens to independently acquire any civil rights, as well as assume and perform any civil responsibilities.

Partial capacity

Partially competent It is customary to call citizens under 18 years of age, i.e., minors.

Minors, by their actions, i.e. independently, can acquire not all, but only a certain range of civil rights. They have the right to acquire other rights only with the consent of parents, adoptive parents or trustees, or only through transactions made on their behalf by parents, adoptive parents or guardians. It depends on the age of the minor.

For minors, under 14 years of age(minors), transactions can be made on their behalf only by their parents, adoptive parents or guardians. But minors aged 6 to 14 years have the right to independently:

• small household transactions;
• transactions aimed at free receipt benefits (gift) that do not require notarization or state registration;
• transactions for the disposal of funds provided legal representative or with the consent of the latter by a third party for specific purpose or for free disposal.

Minors aged from 14 to 18 years old has the right to make transactions themselves. However, this requires written agreement parents, adoptive parents or trustees (Article 26 Part 1 of the Civil Code of the Russian Federation). IN otherwise a transaction made by a minor aged 15 to 18 years without the consent of parents, adoptive parents or trustees may be declared invalid by the court (Article 175, Part 1 of the Civil Code of the Russian Federation). At the same time, minors aged 14 to 18 years can make a number of transactions on their own. These include:

• small household transactions;
• transactions for the disposal of your earnings, scholarships and other income;
• exercise of the rights of the author of a work of science, literature and art, invention and the like;
• making contributions to credit institutions and disposal of them.

Limited capacity

Limitation of legal capacity citizens are not allowed, except in cases expressly provided by law. One of these cases is the restriction by the court of the legal capacity of citizens who abuse alcoholic beverages or drugs(Article 30, Part 1 of the Civil Code of the Russian Federation).

In case of restriction of the legal capacity of a citizen over him guardianship is established, and he can make transactions to dispose of property, as well as receive, pension or other types of income and dispose of them only with the consent of the trustee, otherwise it may be declared invalid by the court.

However, such a citizen independently bears property liability for transactions made by him and for the harm caused to him.

Incapacity

Incapacitated by a court decision, citizens are recognized who, due to mental disorder cannot understand the meaning of their actions or manage them (Article 29, Part 1 of the Civil Code of the Russian Federation).

An assessment of a citizen’s health is given not by a court, but by a forensic psychiatric examination. But only a court has the right to declare a citizen incompetent. Guardianship is established over a citizen declared incompetent. Recognition of a citizen as incompetent means that he does not have the right to acquire and exercise civil rights and obligations through his actions. On behalf of the incapacitated person, the transaction is made by his guardian. Responsibility for harm caused by a citizen declared incompetent is borne by his guardian or organization obligated to supervise him.