| Company law in Russia. Overview.
Enterprise Organisational forms
Now in Russia acts the order of formation of the legal persons, when
registration of the legal person do not need the consent of any third persons, including
state bodies. The registering bodies only check, whether there correspond to the law the
constituent instruments of firm and whether the established order of its formation is
observed, then are obliged to register the legal person.
According to standards of the Civil legislation the conducting of
registration of all legal persons in Russia is assigned to judicial authorities. However
while the judicial authorities have no possibilities, necessary for it. Therefore, in
practice the state registration of the legal persons is realized in the basic Registration
chambers, specially created for these purpose, of the subjects of Russian Federation. For
example, there is a Registration chamber of city of St.-Petersburg, Registration chamber
of city of Moscow etc.
For registration of the legal person the following documents are
application of the founders for registration;
the charter of organization;
the articles of incorporation;
the decision of the founder on creation of the legal person (as the
protocol of assembly of the founders);
the document reconfirming fact of payment of the filing fee;
the documents reconfirming payment not less than 50 % of the charter
capital (for commercial organization).
Except for procedures of registration of the legal persons the law also
stipulates questions of the cease of activity of the legal persons.
The cease of activity of the legal person occurs as a result of its
reorganization (except for cases of allocation from a composition of the legal person of
other organization) or liquidation and, as a rule, carries definitive character. However
law stipulates also possibility of suspension (temporary cease) activity of a number of
organizations. The given measure can be applied in relation to public associations as the
approbation for infringement of the constitution and legislations of Russian Federation
only under the decree for the term of about six months.
By reorganization of the legal persons all rights and the duties of the
reorganized person or part transfer them to other subjects of law, that is there is a
legal succession. The reorganization of the legal persons can be realized:
- by merger several organization in one new;
- by separation of the legal person on some new organizations;
- by annexation of the legal person to another;
- by allocation from a composition of organization of other legal
- by conversion, that is change of the legal form of the legal person.
As a rule, the reorganization is conducted under the decision of the
participants of the legal person or owner of its asset, i.e. voluntarily. However
concerning commercial organizations the law provides also such cases, when the
reorganization can be effected under duress (for example, such possibility is provided by
Law of RSFSR "About a competition and limitation monopoly activity in the commodity
At allocation, separation or merger of several organizations arises, as
the minimum, one new subject of law, therefore in such cases the reorganization is
considered completed at the moment of state registration of the newly founded legal
persons. At annexation of the new legal persons there is no, hence, reorganization is
perfected at the moment of exception of the affiliated organization of the uniform state
In many cases the conducting of reorganization is capable to result in
negative consequences as limitation of a competition in the market, therefore for
prevention of such consequences Law of RSFSR "About a competition and limitation
monopoly activity in the commodity markets" establish obligatory procedure of
receiving of the consent of a federal antimonopoly body on merger or annexation of
commercial organizations, the sum of which assets exceeds 100.000 minimal sizes of the
wage, and also on merger and annexation of unions or associations of commercial
As the reorganization of the legal person can essentially mention
interests of the creditors, its obligatory condition is the prior notification of the
creditors, which in such case have the right to require the cease or prescheduled
execution of the obligations of the reorganized legal person and indemnification.
The liquidation of the legal person provides the cease of its activity
without transition of the rights and duties by way of legal succession to other persons.
Under the decision of the participants or body of the legal person authorized to that by
the constituent instruments, it can be liquidated voluntarily, in connection with
inexpedience of the further existence of such legal person, expiration, on which it was
created, or for other reasons. The compulsory liquidation is conducted under the decree,
in cases, when the activity of the legal person is realized without the appropriate
admittance (license), or such activity is directly forbidden to the law, or is connected
with numerous or gross violations of the legislation.
For some kinds of the legal persons the law establishes the additional
bases of liquidation. For example, the commercial organizations (except for the public
enterprises), consumer co-operatives and funds can be liquidated owing to their
inconsistency (bankruptcy). For the economic societies and unitary enterprises such basis
of liquidation as the forfeit of asset is stipulated, i.e. than reduction of cost of net
assets of the enterprise is lower level of the minimal size of the charter capital. In
both these cases the liquidation can be conducted both voluntarily, and under duress.
The order of liquidation of the legal person consists of several stages
and is arranged by Civil codes. These stages are those:
The participants of organization, its authorized body or court which
has accepted the decision on liquidation, nominate a liquidating commission (or sole
liquidator), define the order and terms of liquidation. The liquidating commission takes
up all authorities on management of the legal person;
The liquidating commission publishes in press the message on
liquidation of the legal person, the order and term of application of the claims by the
creditors (this term should be not less than 2 months), reveals all creditors and gives
notice them on liquidation, collects debt receivable of the legal person;
The liquidating commission values a composition of creditor debts,
makes a decision on satisfaction or dismissal of the revealed demands and constitutes
intermediate liquidating balance;
According to intermediate liquidating balance the valid claims of the
creditors are satisfied. If it is not enough of money resources of organization for the
final pay with the creditors, the liquidating commission sells available asset from public
After repayment of creditor debts the liquidating commission
constitutes definitive liquidating balance and distributes the stayed asset between the
participants of the legal person, if other does not follow from the legislation or
constituent instruments of organization. All documents which are making out liquidation,
are transferred to a registering body, which on their basis deposits the appropriate
record to the uniform state register of the legal persons.
According to the Civil Code of Russian Federation in Russia there are
following kinds of the legal persons:
State and private, depending on a pattern of ownership
underlying the legal person. All unitary enterprises, and also some establishments refer
to number state (in particular municipal).
Commercial and noncommercial, depending on what their
basic purposes of their creation and activity. Commercial, have for an object extraction
of the profit and distribute the received profit between the participants, and
noncommercial have the right to realize enterprise activity only so far as, as it is
necessary for accomplishment of the authorized purposes, thus they have no the right to
distribute the received profit.
By the founders, which the legal persons can act only
(unions, association); only State (unitary enterprises); any subjects
of law (all other legal persons).
To which asset the founders have the right of the property or
other real right - are state and municipal unitary enterprises, and establishment;
the obligations - are economic partnerships and societies, co-operatives; or
at all have no the property rights - are public associations and religious
organizations, funds and associations of the legal persons.
Having the right of operative management on asset, used
by them - establishments and public enterprises; the right of economic conducting
- the state and municipal unitary enterprises (except for public); and property
right - all other legal persons.
All legal persons can be divided into four large categories: economic
partnerships and societies, producers' cooperatives, state and municipal enterprises and,
at last, noncommercial organizations. Also it is possible to mention both affiliates and
agencies of the legal persons.
Economic partnerships - contract associations of the several
persons for joint conducting enterprise activity under one name. The economic societies
differ from partnerships by that some persons consolidate the asset for conducting
enterprise activity. The kinds of economic partnerships and societies have the following
General partnership. The participants of such organization bear the
subsidiary responsibility till its obligation by all asset.
Limited partnership. This partnership consists of two categories of the
participants: the general partners, who joint bear the subsidiary liability under its
obligations by all asset, and partners - investors , enterprise, who not adequate on the
Society with limited liability. This society is commercial
organization, which authorized capital is divided into shares beforehand of defined sizes
formed by one or several persons, not adequate on its obligations.
Society with the additional responsibility. This commercial
organization has the authorized capital divided into shares beforehand of the defined
sizes. It formed one or several persons bear the subsidiary liability under its
obligations at a rate of, multiple cost of their contributions in the authorized capital.
Joint-stock company - commercial organization formed by one or several
persons, not adequate on its obligations, with the charter capital divided on an equal
share, the rights on which certificate by the financial credit instruments - shares. In
turn joint-stock companies can be created in the open and closed form. The joint-stock
company, which participants can dispose the shares, belonging to them, without the consent
of other shareholders, admits as open joint-stock company. Such joint-stock company has
the right to conduct an open subscription to the released shares and their free sale on
conditions established by the law and other legal acts. The joint-stock company, which
shares are distributed only among its founders or other beforehand of defined circle of
persons, admits as the closed joint-stock company. Such society has no right to conduct an
open subscription to the released shares or different way to offer them for acquiring to a
unrestricted circle of persons.
The producers' cooperatives - one more kind of the legal
persons. The producers' cooperatives represent associations of the persons for joint
conducting enterprise activity on the basis of their personal labour or other
participation, which initial asset develops of the shares of the members of association.
The special version of commercial organizations are the state and
municipal enterprises. The specificity of the given subjects of civil matters consists
that their asset is found accordingly in the state or municipal property and belongs to
such enterprise on the right of economic conducting or operative management.
Also there are such a kind of the legal persons, as noncommercial
organizations - organizations not pursuing purposes of extraction of the profit as the
basic purpose of the activity and not distributing profit between the participants. Such
organizations can be subdivided on:
Consumer co-operatives. The consumer co-operative represents
association of the persons on the basis of membership with the purposes of satisfaction of
own needs in the goods and services, which initial asset develops of the fixed
Public associations - noncommercial association of the persons
on the basis of a generality of their interests for realization of general purposes. There
are such versions of public associations, as public organizations, public movements,
public funds and some other.
Religious organizations. Association of the citizens having by
the basic purpose joint religion distribution of faith and having the signs, appropriate
to this purposes.
Funds. Fund - noncommercial organization founded for achievement
of society-useful purposes by use of asset, handed in its property by the founders.
The Organization created by the owner for accomplishment of functions
of noncommercial character, and funded by it completely or partially, refers to as establishment.
The Association of the legal persons. Represents noncommercial
organization formed by the several legal persons for conducting of activity in their