Corpor a tion(from the late Latin corporatio - association),
1) in the Middle Ages, corporations of artisans and merchants (shops, guilds) were widespread. The Great French Revolution liquidated the guild corporations, whose monopoly position hampered the development of the productive forces of bourgeois society.
2) A set of persons who have united to achieve a goal and form an independent subject of law - a legal entity.
In the modern period of time, the term corporation is most commonly used and characteristic in Anglo-American law. Thus, in the United States of America (USA), corporations are legal entities, they include the right to own, receive a loan, mortgage and liquidate property, the right to manage their own affairs, going to court.
Corporations in the United States are divided into public and private. To public corporations include, for example, municipalities, corporations of lawyers. Private corporations are joint-stock companies.
Corporations are legally liable and can therefore be sued. Entrepreneurs wishing to form a corporation apply to the relevant state agencies for registration of a charter, which discusses the rights and obligations of the corporation, the duration of its life (usually about 35 years)
Currently, there are several definitions of the concepts of "Corporation".
Corporation is a legal entity, a form of business organization that is widespread in developed countries.
Signs of a corporation:
provides for shared ownership;
legal status that predetermines the system of taxation of their profits (they are subject to income tax, which, as a rule, differs from income tax both in terms of rates and in a set of benefits and deductions from the tax base (income subject to tax) or tax liabilities) ;
· concentration of management functions in the hands of the upper echelon of professional managers (managers) working for hire.
As a rule, corporations are divided into two kinds:
state corporations;
private corporations.
State Corporation recognized as a non-membership non-profit organization established Russian Federation on the basis of a property contribution and created for the implementation of social, managerial or other socially useful functions. A state corporation is created on the basis of the federal law (Article 7.1. Federal Law No. 7-FZ of January 12, 1996 (as amended on November 16, 2011) “On non-profit organizations»).
Legal regulation state corporations is carried out by the Federal Law "On Non-Commercial Organizations", the Civil Code of the Russian Federation (Article 52), as well as a number of federal laws providing for the creation of state corporations.
The property transferred to the state corporation by the Russian Federation shall be the property of the state corporation.
A feature of state corporations is that they are not liable for the obligations of the Russian Federation, and the Russian Federation is not liable for the obligations of state corporations, unless otherwise provided by the law providing for the creation of a state corporation.
The authorized capital of a state corporation is formed at the expense of a part of its property. The authorized capital determines minimum size property of a state corporation that guarantees the interests of its creditors.
The property assigned to a state corporation, it uses for the purposes determined by the law providing for the creation of a state corporation. The public corporation may entrepreneurial activity only insofar as it serves the achievement of the goals for which it was created, and corresponding to these goals.
Currently, the following state corporations operate in the Russian Federation:
1) Development Bank and foreign economic activity(Vnesheconombank), creation, legal status and activities regulated by Federal Law No. 82-FZ dated May 15, 2007 (as amended on November 7, 2011) “On the Development Bank”.
2) State Atomic Energy Corporation "Rosatom", establishment, legal status, principles of organization, goals of creation and activity, procedure for managing activities, procedure for reorganization and liquidation, which is established by Federal Law No. 317-FZ of December 1, 2007 (as amended on July 19 .2011) “On the State Atomic Energy Corporation “Rosatom”.
3) Fund for Assistance to the Reform of Housing and Communal Services, creation,
the legal status of which is regulated by Federal Law No. 185-FZ of July 21, 2007 (as amended on July 11, 2011) “On the Fund for Assistance to the Reform of the Housing and Communal Services”
4) State Corporation "Russian Technologies",
creation, the legal status of which is enshrined in the Federal Law of November 23, 2007 No. 270-FZ (as amended on June 27, 2011) “On the State Corporation “Russian Technologies”.
5) State Corporation for the construction of Olympic facilities and the development of the city of Sochi
as a mountain climatic resort, the creation and operation of which is regulated by the Federal Law of October 30, 2007 No. 238-FZ (as amended on December 29, 2010) “On the State Corporation for the Construction of Olympic Venues and the Development of the City of Sochi as a Mountain Climate Resort”.
6) Other public corporations.
A state corporation is obliged to publish annually reports on the use of its property in accordance with the law providing for the creation of a state corporation, unless otherwise provided by the Federal Law "On a Non-Commercial Organization".
The annual financial statements of a state corporation are subject to a mandatory audit conducted by audit organization, selected according to the results open competition and approved supreme body government corporation management.
The annual report of a state corporation published in accordance with the requirements of the legislation of the Russian Federation on state secrets must contain information on the implementation of the strategy of the state corporation, other information provided for by the legislation of the Russian Federation and be approved no later than July 1 of the year following the reporting year. The Government of the Russian Federation has the right to establish Additional requirements to content annual report state corporation, including in terms of investment activities.
The annual report of the state corporation is posted on the official website of the state corporation in the information and telecommunications network "Internet", taking into account the requirements of the legislation of the Russian Federation on state secrets, trade secret within a period not later than two weeks from the date of the adoption by the supreme governing body of the state corporation of a decision to approve this report, unless a different period is established by the federal law providing for the creation of a state corporation.
The official website of the state corporation in the information and telecommunications network "Internet" should contain the strategy of the state corporation, the procedure for purchasing goods, performing work, and providing services for the needs of the state corporation.
The provisions of Federal Law No. 127-FZ “On Insolvency (Bankruptcy)” do not apply to state corporations. If a state corporation uses state land, then there are formal grounds for exercising control by the Accounts Chamber. For example: “monitoring the effectiveness and compliance with the intended use of state property ( land plots), which is in the use of the Civil Code ... ". In accordance with Article 12 of the Federal Law "On the Accounts Chamber of the Russian Federation", the sphere of control powers includes organizations, in terms of the tax, customs and other benefits and advantages granted to them. The procedure for the formation of a state corporation, that is, the property contribution of the Russian Federation, is the advantage on the basis of which these organizations are subject to control by the Accounts Chamber of the Russian Federation. The subject of control is the efficiency of managing the property contribution of the Russian Federation.
Private corporations are business companies and business partnerships.
Business companies are divided into the following types:
1) Joint stock companies (JSC)(open and closed type) - these are commercial organizations, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.
2) Societies with limited liability(OOO) is a commercial organization founded by one or more persons, the authorized capital of which is divided into certain shares (the amount of which is established by the constituent documents).
3) Additional Liability Company- this is a commercial organization, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company.
Business partnerships:
1) General partnership - this is a legal entity with the status of a commercial organization, 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 not only in the amount of contributions to the share capital, but with all their property , that is, "full", unlimited liability.
2) A limited partnership (limited partnership) is a legal entity with the status of a commercial organization based on share capital, in which there are two categories of members: general partners and limited partners. General partners carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property. Limited contributors are responsible only for their contribution.
State Corporation a non-profit organization without membership is recognized, established by the Russian Federation on the basis of a property contribution and created to carry out social, managerial or other socially useful functions. The form of a state corporation appeared in Russia in 1999, when the Agency for the Restructuring of Credit Organizations (ARCO) was created to help troubled banks. The return to this form occurred due to the fact that there are areas in which it is unprofitable for private business to invest, or profit is possible, but only in the long term. And also because there was no other organizational and legal form of legal entitiessuitable for efficient operation in the performance of functions performed by state corporations: open joint-stock companies are commercial organizations and, therefore, pursue the goal of making a profit, and state unitary enterprises are characterized by insufficient efficiency and flexibility in decision-making, which does not contribute to efficient operation.
State corporations created under federal law. Currently, the leading state corporations in Russia are the Fund for Assistance to the Reform of Housing and Communal Services, the Russian Corporation of Nanotechnologies, the Bank for Development and Foreign Economic Affairs (Vnesheconombank), the State Atomic Energy Corporation Rosatom, the State Corporation for the Construction of Olympic Venues and the Development of the City of Sochi as a Mountain Climate resort (Olympstroy), State Corporation "Russian Technologies", Deposit Insurance Agency.
organizational unity. According to its legal status, a state corporation is closest to a state institution. But it has no founding documents. Each state corporation is created on the basis of a special federal law that establishes the specifics of its legal status. The law must determine its name, purpose of activity, location, management procedure, including the bodies of a state corporation and the procedure for their formation, the procedure for appointing and dismissing officials of a corporation, the procedure for reorganizing and liquidating a corporation, and the procedure for using the property of a state corporation in the event of its liquidation.
Property isolation. The property transferred to the state corporation by the Russian Federation shall be the property of the state corporation. In cases established by law (Article 18 of the Federal Law on the Development Bank), at the expense of part of the property of a state corporation, authorized capital can be formed, which determines the minimum amount of property of a state corporation that guarantees the interests of its creditors.
The state corporation uses property for the purposes determined by the law providing creation of the state corporation. A state corporation may carry out entrepreneurial activity only insofar as it serves the achievement of the goals for which it was created and corresponds to these goals.
A public corporation is required to publish annually reports on the use of its property in accordance with the law providing for the creation of a public corporation.
Independent property liability. A state corporation shall not be liable for the obligations of the Russian Federation, and the Russian Federation shall not be liable for the obligations of a state corporation, unless otherwise provided by the law providing for the establishment of a state corporation.
State companies entered into Russian system legal entities relatively recently, in July 2009.
A state company is a non-profit organization that does not have membership and was created by the Russian Federation on the basis of property contributions to provide public services and perform other functions using state property on the basis of trust management. A state company is created on the basis of federal law (Article 7.2 of the Federal Law on non-profit organizations).
Like state corporations, state companies are created on the basis of a property contribution from the Russian Federation, and are established on the basis of federal law. They can be declared insolvent (bankrupt) only if such a possibility is provided for by the federal law on their establishment.
Property transferred to a state company by the Russian Federation as property contributions, as well as property created or acquired by a state company as a result of the state company’s own activities, with the exception of property created at the expense of income received from the implementation of trust management activities, is the property of a state company, unless otherwise provided by federal law.
The main difference between a state company and a state corporation is that state company focused on providing public services. At present, the State Company "Russian Highways" has been established.
State corporations are classified as special public entities. commercial organizations, endowed with significant property rights. The public status of state corporations is due to their special relationship with executive authorities and other public bodies.
The most important legal prerequisite for the creation of a state corporation is the implementation of its social significant activities in the areas social policy, provision of public services (for example, medical, educational services), financial and banking activities that meet the needs of the state. The content of priority national activities, for the purpose of which a state corporation is created, is determined by federal law.
The special status of a corporation is predetermined by its legal status; of all forms of non-profit organizations, only state corporations and autonomous institutions are established by the state - the Russian Federation. Consider the most important components of the public status of corporations. As already mentioned, in the field of legal regulation, the status of corporations is established by federal laws, but the following features of the status of such federal laws must be taken into account: statutory federal laws determine the competence and organizational and legal forms of corporations. In relation to each of them, a statutory federal law is adopted that establishes its functions and powers, types of legal relations with executive authorities, and the property status of the corporation. A statutory federal law always dominates the system of federal laws regulating the activities of corporations: in the event of conflicts between its prescriptions and the prescriptions of other federal laws, the statutory federal law is subject to application, which establishes when and in what cases other federal laws can be applied. In cases established by statutory federal law, organizational forms The activities of a state corporation may be determined by a special federal law acting along with a statutory federal law. Special federal laws may establish, for example, the procedure for using the property of a state corporation in the event of its reorganization or liquidation, and the timing of these organizational measures.
Ordinary federal laws define the foundations of the public status of a state corporation as a whole as one of the forms of non-profit organizations. At the same time, individual elements of their status are not regulated, for example, the name of the governing bodies of a corporation and their competence can only be established by a statutory federal law.
The scope of application of ordinary federal laws is limited by separate regulations, for example, the basis for the public status of state corporations is determined by Art. 7.1 of the Federal Law of January 12, 1996 N 7-FZ "On non-profit organizations" (as amended by the Federal Law of July 8, 1999 N 140-FZ). Ordinary federal laws are applied in the areas established by statutory federal laws, for example, paragraph 3 of Art. 17 of the Federal Law of May 12, 2007 N 82-FZ "On the Development Bank" provides that state registration The Development Bank as a special type of state corporation is regulated by Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and individual entrepreneurs". Thus, in relation to the specified state corporation, it is possible to use the prescriptions of an ordinary federal law.
By-laws regulating the activities of state corporations mainly include resolutions of the Government of the Russian Federation. Regulatory legal acts of the federal executive bodies are applied only in cases specifically provided for by the federal laws in question, decrees of the President of the Russian Federation or decrees of the Government of the Russian Federation.
For state corporations, a special procedure has been established for relations with executive authorities and other public bodies. Let us consider in more detail the forms of interaction between corporations and public bodies in the administrative, organizational and property spheres.
Interaction between corporations and public authorities in administrative area arises at the moment of completion of organizational measures related to the establishment of corporations. Such measures include making a property contribution by a public body in the form of real estate, public financial resources, technical support. The public property contribution forms the basis of the authorized capital of the corporation. At subsequent stages of activity, i.e. after the completion of all activities related to the establishment of a corporation, the basis of its property status is the income received from the implementation of its statutory activities in the management of public finances, the implementation investment projects and other socially significant functions. By general rule the completion of the above organizational measures is determined by the termination of public procedures, which include the state registration of the corporation as a legal entity and the subsequent formation of it governing bodies. The statutory federal law may establish other public procedures, in the course of which the corporation is fully vested with the powers of a state non-profit organization. Registration procedures related to the formation of corporations as a public legal entity precede other organizational arrangements(for example, the formation of its sole and collegiate management bodies); registration procedures are carried out by the Federal Registration Service and are completed at the time of issuance of a certificate of state registration.
Thus, a state corporation exercises its powers as a subject of public relations at the moment of initiating registration relations, however, the corporation is vested with property and other powers in full after the completion of all public procedures determined by the statutory federal law.
Organizational procedures proceed at the stage of formation of the governing bodies of the state corporation, their competence is determined by the statutory federal law. The types of governing bodies of a corporation are determined by its purpose, but some unified features can be noted for all state corporations. Executive authorities or other public bodies establish the forms of their representation in the collegiate management bodies of the corporation - in the supervisory board, board or other bodies determined by federal law. The status of a corporation, unlike other types of non-profit organizations, is established by federal law, acts of executive authorities and other public bodies. The requirements of Art. 52 of the Civil Code of the Russian Federation on the adoption of the charter as a special constituent document in this case do not apply.
Tasks, functions and powers of collegiate bodies are established by regulations and other internal regulations approved by such bodies. The procedure for convening and holding meetings of collegiate bodies, as well as the procedure for making decisions by them, are determined by the regulations; these normative legal acts are applied in order to streamline the intra-organizational activities of the corporation and do not apply to constituent documents. The public interests of the state always dominate the decisions made by the collegiate governing body of the corporation.
The state, represented by its representatives in collegiate bodies, controls the activities of the chairman or other senior official of the corporation. The procedure for appointing and dismissing the chairman of a corporation is determined by federal law. With regard to the Development Bank, the relevant powers are assigned to the jurisdiction of the head of state. The chairman of the corporation is its sole executive body, in his activities he is guided by the decisions of the collegiate bodies. The procedure for the relationship of the chairman of the corporation with the relevant collegiate body is determined by the regulation on the supervisory board or other internal acts of the corporation, which also establish the responsibility of the chairman of the corporation.
Thus, the chairman of the corporation is controlled and accountable to the collegial body and is obliged to implement the decisions made by him. Thus, the public interests of the state, represented in the corporation by officials of the executive authorities who are members of the supervisory board (board of directors), and the board of the state corporation are also realized. General state interests always dominate corporate interests, this is confirmed by the dominant role of the supervisory board (board of directors) of a state corporation in the system of its governing bodies: it is the councils as special collegiate bodies, which include representatives of public bodies, who always make up the majority of the board members, determine the policy of daily board activities.
National interests determine the property status of the corporation. All state corporations, in accordance with the status of a non-profit organization, carry out activities for its intended purpose - in the forms established by the federal law on the creation of a state corporation. The state gives corporations special property rights and obligations, such relations are due to the policy of state protectionism. Public patronage of corporations provides for the transfer of certain state-power powers to them, as well as the provision of special benefits and advantages that other participants do not have. commercial activities. The interests of the Russian Federation in relations with state corporations are represented by the Government of the Russian Federation, federal authorities executive power, the Bank of Russia, other public bodies and their officials.
Corporations are delegated certain public powers in the forms and scope that are established by statutory federal law. For example, the Development Bank has the right to provide state guarantees to Russian and foreign commercial organizations (including banks), along with them, the Development Bank issues its own bank guarantees participants foreign trade activities. The Development Bank acts on behalf of the Russian Federation in interstate financial relations, in particular in relations caused by the provision of credits and loans by a foreign state to the Russian Federation, and makes settlements on such credits and loans on behalf of the Russian Federation.
Relations between public bodies and corporations are based on the principle of public-private partnership, according to which the corporation recognizes the dominant role of national interests in relations with a public body. The Corporation participates in the implementation of federal targeted programs and state investment programs (including foreign economic ones), guided primarily by the public interests of the state along with corporate interests. Regulatory legal acts of the Government of the Russian Federation are of particular importance in regulating the property powers of a corporation. For example, in relation to one of the largest state corporations - the Development Bank, the Government of the Russian Federation approves the main directions and indicators of investment and financial activities.
Thus, state corporations exercise their powers by agreement or with the direct participation of executive authorities. The following main areas of relations between corporations and public bodies can be distinguished:
When implementing licensing and permit rules, corporations-licensees are obliged to comply with the requirements established by the licensing authority, in particular, when such authority implements license control measures. In accordance with the status of a corporation established by federal law, it is subject to General requirements, determined by the federal legislation on licensing, or special requirements established by the federal law are applied to the corporation. For example, the Development Bank carries out banking operations in accordance with the Federal Law "On the Development Bank", general licensing requirements established by Art. 13 of the Federal Law "On Banking and Banking Activities" do not apply in this case;
In the field of commercial activities, the powers of a state corporation are limited in the interests of meeting national needs. The profit of a state corporation may be used in agreement with a public body established by federal law. As a rule, such profit can be used with the consent of the supervisory board or other collegiate body representing the interests of the state.
Legal acts are one of the main forms external management corporations. Such acts are the most important method of regulating the relationship of a corporation with general and special control bodies, executive authorities, other public bodies, as well as with an independent audit organization.
The status of a corporation precludes the intervention of public authorities in its economic activity, except as expressly provided in the federal law establishing a corporation. Legislation regulates the following cases of direct public interference in the activities of state corporations.
The most significant public intervention in the field property relations. When carrying out commercial activities, state corporations have the right to spend profits for their intended purpose - in accordance with the social priority areas established by the federal law on the creation of a corporation.
Public control over the activities of state corporations provides for the implementation of internal control measures carried out at the initiative of the corporate body, and measures external control assigned to the jurisdiction of the executive authority or other public authority. Activities related to the implementation of internal financial control include ensuring internal audit, i.e. execution checks structural divisions state corporation rules of conduct accounting and financial (accounting) reporting. Interior financial control is not limited to the audit, its subject is the verification of the financial and economic activities of the corporation as a whole. Unlike an audit, an audit also affects the legal obligations and provides for control over the conclusion of transactions, the implementation of investment and other types of property activities involving the use of funds or the disposal of real estate.
State corporations are special public non-profit organizations, unlike other legal entities, they cannot be subject to a civil sanction in the form of liquidation of the organization by a court decision in accordance with the rules established by par. 2 p. 2 art. 61 of the Civil Code of the Russian Federation. The rules established by Art. 65 of the Civil Code of the Russian Federation and other federal legislation on insolvency (bankruptcy).
The liquidation of a corporation and its procedure are not due to civilistic, but exclusively public prerequisites established by federal law. Thus, the liquidation procedure is determined by a special federal law, which operates along with the statutory law on the establishment of a corporation. The legal prerequisites for the liquidation of a corporation are determined by a statutory federal law in those cases where corporations are created to carry out social priority activities limited by the period established by such a law, after which the powers of the corporation are terminated and the procedure for its liquidation comes into force. With regard to state corporations operating on a permanent basis, the liquidation procedure is determined by a special federal law.
State corporations are special subjects of administrative activity, their commercial powers are limited to meeting the public needs of the state. The following elements of the public status of state corporations can be distinguished:
a) in the organizational and legal form of a state corporation, only large economic entities with a significant amount of capitalization are created. For example, the authorized capital of the Development Bank exceeds 70 billion rubles, the size of the public property contribution provided to the Housing and Utilities Reform Assistance Fund is 240 billion rubles, the amount of public finance provided to the Agency for the Restructuring of Credit Organizations amounted to 3 billion rubles. (in December 2003 prices);
b) executive authorities and other bodies ensure the property autarchy of state corporations, transferring to them budgetary funds, public real estate, logistics and other public property as a property contribution;
c) public bodies provide the most favored nation treatment for the activities of state corporations. They are not subject to property encumbrances established for other economic entities, in particular, financial insolvency (bankruptcy) procedures are not applied to them;
d) the interests of public bodies are represented in all management bodies of the state corporation that authorize commercial activities. Cash corporations are invested in order to meet social priority needs;
e) executive authorities and other state bodies delegate to corporations public powers in the areas of implementation of federal target programs, state investment programs. Corporations provide state guarantees to commercial organizations, secure and repay state credits and loans, and exercise other public powers established by federal laws. The commercial potential of the state corporation is provided with property and legal support of public bodies. Thus, the corporation's financing of social priority programs is an indirect form of distribution of public finances for national purposes.
State corporations, along with state authorities, participate in the implementation of the socio-economic policy of the state.
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Legal Sciences
Keywords: STATE CORPORATIONS; LEGAL STATUS OF STATE CORPORATIONS; CLASSIFICATION; SIGNS; ADMINISTRATIVE LAW; STATE CORPORATIONS; LEGAL STATUS OF STATE CORPORATIONS; CLASSIFICATION; SIGNS; ADMINISTRATIVE LAW.
Annotation: This article explores the features legal status state corporations through the analysis of the concept, characteristics and classification. Conclusions are drawn about the uniqueness of the legal status of these legal entities.
For a more detailed study of the issue of the legal status of state corporations, we will need to reflect the very concept of a state corporation, characterize it through the identification of common features that are different from other legal entities, identify common features, giving an appropriate classification, and also consider the legal nature of the institution in question. This article will be devoted to these tasks.
The official concept of a state corporation is contained in the Federal Law of January 12, 1996 N 7-FZ “On Non-Commercial Organizations”, according to which this institution is understood as “a non-membership non-profit organization established by the Russian Federation on the basis of a property contribution and created to implement social, managerial or other socially useful functions.
In this paper, we will consider a state corporation as one of the organizational and legal forms of a legal entity (non-profit organization), without investing in this concept the features inherent in "corporations" used by lawyers and economists. In the classical sense, a corporation is understood as a type of legal entity in which several persons are united to achieve a common goal. In our opinion, such a definition is not analogous to the "unitary" representation of a state corporation. As N.N. Pakhomova: “the legislator created the definition of a state corporation precisely in order to lay the presumption of the identical functioning of this entity in economic circulation along with other subjects of civil law, although, of course, from the point of view of internal relations, a state corporation cannot be classified as a “classical” corporation » . In other words, the legislator presumed by a corporation with special legal capacity such a form organizational relations, which is public corporations. In its essence, a state corporation is one of the types of state institutions.
State corporations as a special type of legal entities non-commercial activities certain specific features are inherent, which distinguish them from other types of legal entities. Having studied the legislation on the legal regulation of the activities of state corporations, we have identified following list hallmarks:
1. State corporations do not have mandatory for other legal entities constituent documents. Here it means constituent agreement or statute. They are replaced by federal laws that simultaneously create a state corporation and regulate their activities (the so-called "nominal laws");
2. The state corporation forms its property on the basis of a property contribution, income from activities, subsidies from the federal budget, voluntary property contributions, as well as from the reserve fund. The owner of such property will be the state corporation itself;
3. Issues of liquidation, reorganization and bankruptcy of a state corporation are regulated by a special law on a state corporation, and not by legislation common to legal entities;
4. Distinctive feature public corporations is significantly less control by government agencies, as well as rather weak disclosure requirements.
Despite the fact that in Russian history not many public corporations have been created and each of them is unique, nevertheless they can be classified. As for the criteria for classifying public corporations, here, first of all, it is necessary to highlight the criterion of the scope of activities of the established institutions, as well as their goals and functions. For these reasons, they are divided into:
1. By areas of activity:
State corporations in the field of housing and communal services (“Fund for Assistance to the Reform of Housing and Communal Services”);
Public corporations in the field of insurance (“Deposit Insurance Agency”).
2. For the purposes of creating state corporations:
Construction of facilities for the Olympic Games (State Corporation for the construction of Olympic facilities and the development of the city of Sochi as a mountain climatic resort - GK "Olympstroy");
Implementation of the state policy in the field of nanotechnologies (Russian corporation of nanotechnologies).
3. According to the functions of the state corporation:
State corporations performing domestic functions (“Russian Technologies)”;
State corporations performing international political functions (Bank for Development and Foreign Economic Affairs - Vnesheconombank).
In addition, the classification of state corporations can be made by the formation of bodies (presidential, government, public), by terms (term and unlimited), by the method of financing (with a fixed amount of the property contribution of the Russian Federation to the charter fund of the corporation, established by federal law and having a cost estimate or without specifying its value and determined only by the list of property transferred by the Russian Federation) and on other grounds.
Thus, a state corporation is one of the types of legal entities of non-commercial activity, which, by its legal nature, is government agency than the classic "corporation" in the understanding of economists and jurists. Regulation of the activities of state corporations through "nominal" federal laws, restrictions on control by state bodies, as well as special rules on the publication of information about activities, allow the state to create unique institutions that in some ways go beyond the general legislation.
Bibliography
- On non-profit organizations dated 01/12/1996 No. 7-FZ: adopted by the State. Duma Feder. Sobr. Ros. Federation 08 Dec. 1995; approval Federation Council Feder. Sobr. Ros. Federation 14 Dec. 1995; input. Feder. the law of Ros. Federation dated July 1, 2014 No. 169-FZ; // Collection. legislation Ros. Federation. February 14, 2011, No. 7, Art. 7.1
- Sukhanov E.A. Civil law: In 4 volumes. Volume I. General part: Textbook - M .: Wolters Kluver, 2008. - P. 325.
- Suyazov E.E. Legal nature of corporations in Russia // Lawyer. - 2002. - No. 2. - P. 23.
- Pakhomova N.N. Basics of the theory corporate relations (legal aspect) [Electronic resource]. Access from the reference-legal system "ConsultantPlus". – (date of access: 10/19/2017).
- Knyazkin S. State corporations: special status // Ezh-Lawyer. - 2012. - No. 6. - P. 10.
- Dobrovinskaya A.V. State corporation as an organizational and legal form of a legal entity // Journal of Entrepreneurial and corporate law. - 2016. - No. 4. - P. 22.
The very term "legal entity" was not in Roman law, it was formulated only by medieval glossators.
Organizations are often mentioned as participants in private law relations in Roman sources (for example, colleges, usually formed on a professional basis). All norms about boards proceed from the fact that this organization acts like a natural person, that is, it is a full-fledged subject of private law. Members of the board may change, which, however, does not change the personality of the board. Some Roman colleges have existed for centuries. Thus, a legal entity does not depend on those individuals who participate in its activities. The collegium has its own membership, certain rules formulated in the statutory documents, as representatives of the collegium in civil circulation, its authorized governing bodies act. The college has its own separate property, formed from the contributions of its members. The Board could make transactions and, accordingly, was responsible for them. In fact, the collegium was a full-fledged legal entity in the modern sense of the word.
The Romans laid the foundations for the division of legal entities into types.
The most ancient were legal entities of a corporate type, based on membership: collegiums, workshops, municipalities. Colleges (for example, priestly ones) were the oldest of them, they were created for various non-commercial (social) purposes, that is, in modern legal language, they had the status of public associations. Shops - professional non-profit associations individuals engaged in a particular type of industry. Municipalities were formed during the republican period and at the beginning of the principate in the cities, which were granted the special status of a self-governing territorial corporation. In this case, the members of the municipality were all the inhabitants of the city. The municipalities also operated largely on a non-profit basis.
Corporate legal entities were based on a democratic principle: the activities of a corporation are determined by its members, who, in particular, adopt a charter and form management bodies.
In republican law, there was freedom to form collegiums. The persecution of them began during the period of the principate, their activities were allowed only with the appropriate approval of the emperor and the senate.
For commercial activities, the relevant agreement created a partnership that was not a legal entity. The personal composition of the partnership remained unchanged and was determined by the partnership agreement; if its personal composition changed, the agreement should also be changed. A variable composition without changing the contract was possible only in a partnership of tax-farmers. This underdevelopment of commercial legal entities (and, in fact, the absence of such in the modern sense of this legal category) can be explained by the relatively small (by modern standards) saturation of economic life in Ancient Rome.
In addition to corporations, among legal entities, according to Roman law, there were also institutions based on the separation of part of their property by one person, managed by official appointed by the owner. Historically, the first institution was the imperial treasury (fisk), which was managed by a person specially appointed by the princeps for this purpose. The activity of the fiscus was regulated not by public, but by private law, that is, it was not precisely government agency, and the legal entity is an institution (the emperor was the founder, because formally the fisk was considered to belong to the princeps as to an individual to a Roman citizen). For their own needs, the legal construction of fisk was also used by the Christian Church (in the period after Emperor Constantine I the Great), in contrast to pagan (pre-Christian) religious associations. The Christian church created, in particular, charitable institutions.
Questions for self-control
1. What was the concept of "person" and legal capacity in Roman law?
2. What was the position of the Roman citizens?
3. What was the position of the Latins and peregrines?
4. What rights did slaves have?
5. What was the legal status of freedmen?
6. Who are the columns and what was their status?
7. What was meant by legal entities in Roman law?
Chapter 4 test
1. Specify one of the main elements of the legal capacity of a Roman citizen?
a) the right to enter into a legal Roman marriage;
b) the right to participate in the civil process of Rome;
c) the right to be a guarantor in the affairs of other persons.
2. Capacity in Ancient Rome depended on:
a) gender, age and certain diseases;
b) on age;
c) age and mental illness.
3. Latins are:
a) incompetent Romans;
b) foreigners;
c) the inhabitants of Latium.
4. Guardianship was established over:
a) peregrines;
b) mentally ill;
c) minors of both sexes.
5. Over whom guardianship was appointed?
a) over minors;
b) over women;
c) over the mentally ill.
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Legal persons. Status of corporations, municipalities, fiscal, charitable institutions
relevant scientific sources:
- Answers to civil law tickets (general part)
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- Answers to the exam in the Civil Law of the Russian Federation
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