State Corporation- a non-profit organization without membership, established by the Russian Federation on the basis of a property contribution and created to carry out social, managerial or other socially useful functions. A state corporation is created on the basis of a federal law. The property transferred to the state corporation by the Russian Federation shall be the property of the state corporation. The state corporation is not liable for obligations 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.
Features of the legal status
The Civil Code is created on the basis of federal law.
The property transferred to the Civil Code of the Russian Federation is the property of the Civil Code, that is, it is not state property (this Civil Code differs from Federal State Unitary Enterprises). Thus, control over the property of the Civil Code is removed from the supervision of the Accounts Chamber of the Russian Federation.
The Civil Code is not liable for the obligations of the Russian Federation, and the Russian Federation is not liable for the obligations of the Civil Code, unless otherwise provided by the law providing for the creation of the Civil Code.
GK differs both from OJSC with a predominant state participation, and from state unitary enterprises (FSUEs): in particular, the provisions on the disclosure of information that are mandatory for public JSCs, as well as the operation of the bankruptcy law, do not apply to the Civil Code; in contrast to the Federal State Unitary Enterprises, the GCs are out of control of a number of government agencies.
The Civil Code is not obliged to submit documents containing a report on its activities to state bodies (with the exception of a number of documents submitted to the government of the Russian Federation). In particular, state bodies without the consent of the Civil Code cannot:
request from the management bodies of the corporation their administrative documents;
request and receive information about the financial and economic activities of the corporation from the state statistics authorities, the federal executive body authorized to control and supervise taxes and fees, and other state supervision and control bodies, as well as from credit and other financial organizations;
send representatives to participate in the events held by the corporation;
to conduct compliance checks on the activities of the corporation, including on spending Money and the use of other property, for the purposes provided for by its constituent documents, in the manner determined by the federal executive body exercising the functions of legal regulation in the field of justice;
in the event of a violation of the legislation of the Russian Federation or the commission by the corporation of actions contrary to the goals provided for by its constituent documents, issue a written warning to it indicating the violation committed and the deadline for its elimination;
establish the conformity of the spending of funds and the use of other property by corporations with the goals provided for by their constituent documents.
The provisions of Federal Law No. 127-FZ “On Insolvency (Bankruptcy)” do not apply to state corporations. But 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 addition, Article 12 of the Federal Law" On the Accounts Chamber of the Russian Federation "includes organizations in the scope of control powers, 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 effectiveness of managing the property contribution of the Russian Federation.
State corporations are not subject to the provisions of federal law No. 94-FZ on public procurement, which allows state corporations to hold tenders and auctions for the purchase of goods, works and services in an arbitrary manner.
Control over the activities of the Civil Code is carried out by the Government of the Russian Federation on the basis of the annual submission by the corporation annual report, auditor's report on maintaining accounting and financial (accounting) statements, as well as conclusions audit commission based on the results of the audit of the financial (accounting) statements and other documents of the corporation. Any others federal authorities state authorities, state authorities of the constituent entities of the Russian Federation, local governments are not entitled to interfere in the activities of corporations. The GC is not required to publish these reports.
Features of the legal status of a state corporation, including the procedure for appointing a head, are established by a law providing for the creation of a state corporation (according to most of these laws, the head of the Civil Code is appointed by the President of the Russian Federation).
In the second half of 2007, the creation of various state corporations accelerated; in particular, the state corporation Fund for Assistance to the Reform of Housing and Communal Services, Russian Technologies, Rosnanotech, and Olimpstroy were created or planned to be created. The Development Bank (former VEB) was created in the form of a Civil Code. In the form of a state corporation, the Agency for deposit insurance". A number of officials and politicians called for the creation of state corporations in the field of fisheries, housing construction, road construction, drug supply, and machine tool building. At the same time, the state "United aircraft corporation" and "United shipbuilding corporation» were created in the form of an open joint-stock company, not a group of companies.
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 legal form legal entities suitable 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 are created on the basis of 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. In terms of its legal status, a state corporation is closest to government agency. But it has no founding documents. Each state corporation is created on the basis of a special federal law that establishes the features 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 corporation officials, 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), an authorized capital may be formed at the expense of a part of the property of a state corporation, which determines minimum size 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. 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.
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 recognized as 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 state company 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 from income received from the implementation of trust management activities, is the property of a state company, unless otherwise established by the federal by law.
The main difference between a state company and a state corporation is that a state company is focused on providing public services. At present, the State Company "Russian Highways" has been established.
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. So, 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 include 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 a non-profit organization established by the Russian Federation on the basis of a property contribution and created to carry out social, managerial or other socially useful functions is recognized as a non-membership organization. A state corporation is created on the basis of a federal law (Article 7.1. Federal Law No. 7-FZ of January 12, 1996 (as amended on November 16, 2011) “On Non-Commercial 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 the minimum amount of 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. 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.
Currently, the following state corporations operate in the Russian Federation:
1) Development Bank and foreign economic activity(Vnesheconombank), the creation, legal status and activities, which is regulated by Federal Law No. 82-FZ of 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 are 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 commercial organization».
Annual financial statements state corporation is subject to mandatory audit conducted by audit organization, selected according to the results open competition and approved by the supreme governing body of the state corporation.
The annual report of a state corporation published subject to 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 the content of the annual report of the 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.
On the official website of the state corporation in the information and telecommunications network "Internet", the strategy of the state corporation, the procedure for purchasing goods, performing work, and providing services for the needs of the state corporation should be posted.
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) in use by 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.
D. M. STRIKHANOVA
Moscow State Law Academy named after
ON THE PUBLIC STATUS OF STATE CORPORATIONS
This paper analyzes the legal nature of state corporations within the framework of a new organizational and legal form. The possibility of the existence of legal entities of public law that do not fit into any of the existing forms commercial and non-profit organizations, and the possibility of their appearance in Russian law. The specific features inherent in them are indicated. It is revealed that state corporations are a kind of legal entities of public law.
The creation of public corporations is based on a number of exceptions to the rules specific to legal entities, so each of the public corporations is unique in its legal status. This allows us to consider public corporations in terms of their legal form as a new organizational and legal form.
Thus, a state corporation is an organizational and legal form of a non-profit organization that is created to perform socially significant, essentially state (public) functions. The founder of any state corporation is the state, i.e., an entity that has public authority and gives part of its powers to the organization being created. Consequently, public corporations are endowed with power, in particular, on legal regulation, which is the exclusive prerogative of state bodies. However, it is important to note that they do not have constituent documents, the functions of which are performed by the law. Thus, legal entities of the same organizational and legal form operate on the basis of different laws and according to different rules.
The publicity of the status of state corporations is also expressed in the fact that the property transferred by the Russian Federation to the ownership of a state corporation is used only for the purposes determined by the law providing for its creation, namely for social, managerial and other socially useful ones. Thus, the state corporation is a qualitatively new organizational and legal form, which led to the emergence new form property.
Taking into account all of the above, it is advisable to talk about the existence of such legal entities that do not fit into any of the existing forms of commercial and non-commercial organizations, that is, about the category of legal entities of public law. Under this category those legal entities that act on behalf of public legal entities or in the public interest, but are not bodies of state power or local self-government, fall under this category. Legal entities of public law are created to achieve various socially significant goals and can be endowed with powers of authority. They must have a strictly targeted legal capacity.
The current Russian legislation, unlike some European countries, does not know the category of "legal entity of public law". In the legal doctrine, the discussion about the possibility of the emergence in Russian law of a special category of legal entities, namely, legal entities of a public nature, is relatively recent. The main purpose of the creation and operation of such legal entities are "common affairs", " common good”, “generally useful activity”, for the achievement of which they use power methods. It is important to note that Russian legislation provides for the existence of legal entities that perform public functions. Examples of such legal entities include: central bank Russian Federation, Pension Fund of the Russian Federation, Fund social insurance, Compulsory Medical Insurance Fund, military units of the Armed Forces of the Russian Federation.
Scientists hold different concepts legal entity regarding its industry affiliation and therefore define the structure of a legal entity of public law in different ways. Some authors, mainly civilists, adhere to the branch concept of a legal entity. They note that the design of a legal entity was born from the needs of property (civil) turnover and is not an intersectoral, but a civil law category. Civilists mentioned legal entities of public law mainly when analyzing foreign legislation. So, he pointed out that when “bourgeois codes establish certain provisions on legal entities of public law, they approach them as participants in civil circulation, that is, as carriers of civil legal capacity, in other words, as legal entities of precisely civil rights" . Defended the same position. Other authors support the idea of an intersectoral concept of a legal entity. Proponents of the intersectoral concept of a legal entity believe that it can be used by any branch of law to designate a subject of law other than individual.
However, studying the nature of legal entities of public law, it is possible to identify the common specific features inherent in them, based on which state corporations are a kind of legal entities of public law, namely:
1. Legal entity of public law - a public entity, the purpose of which is not to carry out entrepreneurial activities, but to solve problems of public, social character. State corporations are created to achieve some socially useful goal, including for the performance of managerial functions.
2. These persons are always associated with public power: they either exercise it, or cooperate with it, or constitute the source of such power. Legal entities of public law to a certain extent perform managerial functions.
3. Legal entities of public law are a group of legal entities, heterogeneous in organization and legal status, which are united by one goal - they are created to perform public functions. Consequently, their organizational and legal forms are different from ordinary legal entities. State legal entities of public law are created in the organizational and legal form of budgetary institutions or state corporations.
4. The procedure for their creation is very different from the procedure for creating other legal entities. So, state corporations are established in the administrative order on the basis of federal laws of the Russian Federation. Thus, they are created as a result of power measures, and not on the basis of the association of members, as traditional corporations. Also, state corporations do not have constituent documents, they are not subject to the rules on licensing certain types of activities.
5. Legal entities of public law may have a system of governing bodies similar to that of a conventional commercial organization. However, the approach to their formation is different, since appointment, subordination, and a strict delineation of competence dominate here. The state is directly involved in the formation of the supreme governing bodies of state corporations and the appointment of their sole executive bodies.
6. These legal entities, as a rule, are endowed with property and can be financed from the budget. All public corporations have property on the right of ownership, which they need to carry out their professional activities. Such a right is granted to them by federal laws on their creation. Some of them may receive budgetary funds, but on a one-time basis, and not on the basis of permanent funding.
7. The liability of such legal entities is most often of a public nature. The legislation does not establish special forms of public liability of state corporations. However, such responsibility is not established in relation to federal ministries, federal services and agencies, which are public legal entities. At the same time, the legislation establishes, instead of special responsibility of such persons, personal responsibility, for example, of a minister for the fulfillment of the powers assigned to him. In practice, a minister who has not justified the trust is dismissed by the President of the Russian Federation from his post. Similarly, liability applies to officials state corporations.
Thus, state corporations are a kind of legal entities of public law along with executive authorities (ministries, federal services and agencies). In this regard, it is necessary to understand the reasons for the refusal of the state from the traditional organizational and legal forms in which it has the right to create legal entities, and the need to create state corporations. Until recently, the state created legal entities in the form of a budgetary institution or a state (municipal) unitary enterprise. However state-financed organization and the state unitary enterprise is not able to quickly solve the problems that arise in the course of their activities, since their powers to dispose of property are severely limited. So, state property in accordance with paragraph 1 of Art. 296 of the Civil Code of the Russian Federation is assigned to the institution on the basis of the right of operational management. According to Art. 161 of the Budget Code of the Russian Federation, the conclusion and payment by a budgetary institution of state (municipal) contracts, other agreements subject to execution at the expense of budgetary funds, is carried out within the limits of budgetary obligations brought to it and taking into account accepted and unfulfilled obligations. In the event that the main manager of budgetary funds reduces the previously adjusted limits of budgetary obligations for a budgetary institution, which makes it impossible for the budgetary institution to fulfill budgetary obligations arising from state (municipal) contracts (other agreements) concluded by it, the budgetary institution must ensure the coordination of new deadlines, and if necessary, and other conditions of state (municipal) contracts (other agreements).
The rights of a state unitary enterprise to dispose of property assigned to it under the right of economic management are also severely limited by the Federal Law “On State and Municipal unitary enterprises» . A state unitary enterprise has the right to dispose of movable and immovable property only within the limits that do not deprive it of the opportunity to carry out activities, goals, objects, the types of which are determined by its charter. Transactions made by a state unitary enterprise in violation of this requirement are void. It is not entitled, without the consent of the owner, to sell the real estate belonging to him, to lease, to pledge, to contribute as a contribution to the authorized (share) capital economic society or partnership or otherwise dispose of such property. In connection with the above reasons, the organizational and legal forms of legal entities under consideration turned out to be less effective for the state both for the purpose of its participation in civil circulation and for solving managerial tasks, and were gradually squeezed out by state corporations.
In 2007, 6 large state corporations were created, which should solve their tasks much faster than other state legal entities, whose activities are complicated by various prohibitions. However, in accordance with the message of the President of the Russian Federation to the Federal Assembly in 2009, the state corporation is regarded as a hopeless form. Based on this, corporations that have a legally defined time frame for work should be liquidated upon completion of their activities, and those that operate in a commercial environment should be transformed into joint-stock companies. Nevertheless, it is important to revise not only the legislation on state corporations, but also the legislation on state legal entities in order to detail the conditions and principles of their activities and avoid gaps in the legislation.
BIBLIOGRAPHY
1. , Legal entities in modern Russian civil law // Bulletin of Civil Law. 2006. V. 6. No. 1.
2. State socialist property. M., 1948.
3. State-monopoly capitalism and the legal entity. Selected works. M.: Statute, 1997.
4. Legal entity of public law. M.: Norma, 2007.
5. Civil Code of the Russian Federation: part one of 01.01.2001 // Collection of Legislation of the Russian Federation, 05.12.1994, No. 32, art. 3301.
6. Budget Code of the Russian Federation, as amended. from 01.01.2001. // Collection of Legislation of the Russian Federation, 03.08.1998, No. 31, art. 3823.
7. Federal Law of 01.01.2001 “On State and Municipal Unitary Enterprises”// Collected Legislation of the Russian Federation, 02.12.2002, No. 48, art. 4746.
On October 2, 2016, the position of public law companies and state corporations in the Russian Federation was legislatively determined.
- the status of a public company was specified,
- it was established that the state corporation is a separate organizational and legal form of a non-profit organization.
Such innovations are envisaged by the “On Public Law Companies in the Russian Federation and on Amendments to Certain Legislative Acts of the Russian Federation” (hereinafter - Law No. 236-FZ). Based on it, it is now possible to determine the similarities and differences between a public company and a state corporation.
Public law company
The possibility of creating a non-profit organization in the form of a public law company was fixed by the legislator as early as September 1, 2014 (subclause 11, clause 3, article 50 of the Civil Code of the Russian Federation). However, he did not specify the legal status of this form. The only clarification was that a public company is a unitary legal entity (paragraph 2, clause 1, article 65.1 of the Civil Code of the Russian Federation).
Since October 2, the legal status of a public company has been regulated in detail by Law No. 236-FZ. In particular, he revealed the concept of this form (part 1, article 2).
Thus, a public law company is a unitary non-profit organization that the Russian Federation:
- created according to the rules of Law No. 236-FZ and
- gave functions and powers of a public law nature in order for the company to act in the interests of the state and society.
For clarity, the features of the legal status of a public company should be considered in comparison with the features of a state corporation.
State Corporation
After September 1, 2014, uncertainty arose as to whether the state corporation should be considered an independent organizational and legal form or not.
- a separate form of a non-profit organization (subclause 14, clause 3, article 50 of the Civil Code of the Russian Federation). In particular, it is not a kind of public company and not some additional form of legal entity;
- unitary legal entity (paragraph 2, clause 1, article 65.1 of the Civil Code of the Russian Federation). In other words, no matter how strange it may sound, a state corporation is not a corporation at all (in terms of dividing all legal entities into corporate and unitary ones).
At the same time, there were no separate provisions regulating the activities of state corporations in the Civil Code of the Russian Federation. This means that the legal status of a state corporation is still determined by:
- Article 7.1 of the Federal Law of January 12, 1996 No. 7-FZ "On Non-Commercial Organizations" (hereinafter referred to as the Law on Non-Commercial Organizations) and
- federal laws on the creation of specific state corporations (for example, "On the State Atomic Energy Corporation "Rosatom"").
Similarities between a public law company and a state corporation
A public company and a state corporation have three main similarities:
- both legal entities are unitary non-profit organizations;
- founder - Russian Federation;
- supreme body management - the supervisory board (in a state corporation it is also allowed to call it the board of directors).
Differences between a public company and a state corporation
For clarity, the differences should be considered in the form of a table.
|
Criteria for comparison |
Public law company |
State Corporation |
|---|---|---|
|
Creation method |
Either the establishment (creation of a company from scratch) or the reorganization of one of the three legal entities: 1) a state company; 2) joint-stock company with the sole shareholder - the Russian Federation; 3) a state corporation, with the exception of five corporations:
|
institution |
|
Foundation for creation |
Federal law or presidential decree |
the federal law |
|
the federal law |
||
|
Functions and (or) powers |
Functions and powers of a public law nature, including:
|
Social, managerial or other socially useful functions |
|
Source of property formation |
Mandatory source - the property contribution of the Russian Federation or the property of a legal entity transformed into a public company. Additional (possible) sources:
|
A mandatory source is the property contribution of the Russian Federation. Additional (possible) source - income from the activities of the state corporation |
|
Legal status of property transferred to the organization |
Property of a public company. However, the company must use the property for the purposes of its activities and for the performance of its functions. The supervisory board of the company has the right to transfer part of its property to the ownership of the Russian Federation free of charge |
The property of the state corporation. However, the corporation must use the property for purposes statutory about its creation |
A state corporation has the features listed in the table if the federal law on its creation does not provide otherwise ().