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

21.07.2020

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

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

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

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

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

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

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

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

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

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of the constituent documents, and in cases established by law, from the moment of notification of the body carrying out state registration about such changes. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes.

ST 52 of the Civil Code of the Russian Federation

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

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

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

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of constituent documents, and in cases established by law, from the moment of notification of the state registration body of such changes. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes.

Commentary on Art. 52 of the Civil Code of the Russian Federation

1. As a general rule, a constituent document of a legal entity is its charter, which is approved by its founder (founders, participants).

1) a business partnership operates on the basis of a constituent agreement, which is concluded by its founders (participants) and to which the rules of the Civil Code of the Russian Federation on the charter of a legal entity are applied (see commentary to Articles 70, 83 of the Civil Code of the Russian Federation);

2) a state corporation acts on the basis of the federal law on such a state corporation (see, for example, Federal Law No. 317-FZ of December 1, 2007 "On the State Atomic Energy Corporation Rosatom", Federal Law No. 270-FZ of November 23, 2007 "On State Corporation for the Promotion of the Development, Production and Export of High-Tech industrial products"Rostec", Federal Law of July 13, 2015 N 215-FZ "On the State Corporation for space activities Roskosmos, Federal Law No. 82-FZ of May 17, 2007 "On the Development Bank", Federal Law No. 177-FZ of December 23, 2003 "On Deposit Insurance individuals in the banks of the Russian Federation" (Chapter 3 "Status, purpose of activity and powers of the Deposit Insurance Agency"), etc.).

2. The commented article provides for legal entities the possibility of carrying out their activities on the basis of a model charter:

1) by virtue of paragraph 2, legal entities may act on the basis of a model charter, which is approved by the authorized state body. At the same time, information that a legal entity acts on the basis of such a model charter must be indicated:

In the decision to establish a legal entity;

In the Unified State Register of Legal Entities.

The model charter approved by the authorized state body does not contain information about the name, company name, location and amount of the authorized capital of the legal entity. All this information is indicated in the Unified State Register of Legal Entities;

2) in accordance with paragraph 3, in cases provided for by law, the institution may act on the basis of a single model charter. Such a charter is approved either by the founder or by the body authorized by him for institutions established to carry out activities in certain areas.

So, for example, part 5.1 of Art. 16.5 of the Federal Law of July 24, 2008 N 161-FZ "On the Promotion of the Development of Housing Construction" provides that the model charter of a housing construction cooperative, which was created in order to provide housing for the citizens specified in Part 4 of this article, and complies with the conditions established by this article, approved by the Government of the Russian Federation (see Decree of the Government of the Russian Federation of 06.06.2012 N 558 "On approval of the model charter of a housing construction cooperative created in order to provide certain categories of citizens with housing, provided for by the legislation of the Russian Federation").

In paragraph 7 of Art. 1244 of the Civil Code of the Russian Federation stipulates that the model charter of an accredited organization for the management of rights on a collective basis is approved in the manner determined by the Government of the Russian Federation (see Order of the Ministry of Culture of Russia dated February 19, 2008 N 30 "On the Model Charter of an accredited organization for the management of rights on a collective basis", Resolution Government of the Russian Federation dated December 29, 2007 N 992 "On Approval of the Regulations on State Accreditation of Organizations Exercising Collective Management of Copyright and Related Rights").

On the basis of a model charter, limited liability companies can also operate. For the requirements for the model charter of such companies, see Art. 12 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies".

As an example, we point to a number of documents:

Rosavtodor Order No. 624 dated July 15, 2015 "On Approval of the Model Charter of a Federal State Institution Subordinate to the Federal Highway Agency, Carrying out Road Activities in Respect of Public Highways of Federal Importance";

Order of the Minister of Defense of the Russian Federation of February 28, 2012 N 420 "On Approval of the Model Charter of a Federal State Public Institution Subordinate to the Ministry of Defense of the Russian Federation";

Order of the Minister of Defense of the Russian Federation of October 10, 2011 N 1830 "On approval of the Model Charter of the Federal budget institution subordinated to the Ministry of Defense of the Russian Federation".

By virtue of paragraph 5 of Art. 5 of the Federal Law of 03.07.2016 N 226-FZ "On the National Guard Troops of the Russian Federation", command and control bodies of formations and military units of the National Guard Troops, which are legal entities, operate on the basis of a single model charter approved by the head of the authorized federal executive body (see Order of the National Guard of July 25, 2016 N 46 "On approval of the Unified Standard Charter of the control body of a formation and military unit of the troops of the National Guard of the Russian Federation").

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain the following mandatory information:

About the name of the legal entity;

On the organizational and legal form of a legal entity;

About the location of the legal entity;

On the procedure for managing the activities of a legal entity.

The charter of a legal entity must also contain other information provided by law for legal entities of the corresponding organizational and legal form and type.

The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. At the same time, the subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

5. Founders (participants) of a legal entity have the right to develop and approve regulating corporate relations and internal regulations and other internal documents of a legal entity that are not constituent documents (for example, regulations, etc.). The main purpose of such documents is to streamline the activities of the organization. Here it should be taken into account that if an organization develops and approves its own local documents, then they must comply with the requirements of the current legislation and the charter of the organization.

6. All changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of the constituent documents, and in cases established by law, from the moment the body responsible for state registration is notified of such changes (see Article 19 Federal Law of 08.08.2001 N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs").

At the same time, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes.

7. Court practice:

Decree of the Arbitration Court of the Moscow District dated March 11, 2016 N F05-432 / 2016 in case N A41-83370 / 2014 (on the cancellation of decisions general meetings participants of the company, invalidating the decision of the registration authority and restoring the situation that existed before the violation of rights);

Decree of the Arbitration Court of the Volga District dated February 26, 2015 N Ф06-20633 / 2013 in case N А57-17793 / 2013 (on invalidating the decision on state registration of amendments to information about a legal entity and actions to make an entry in the Unified State Register of Legal Entities, invalidating the entry and the obligation to make appropriate changes to the Unified State Register of Legal Entities).

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

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

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

Commentary on Article 52 of the Civil Code of the Russian Federation

1. The commented article is devoted to the constituent documents of legal entities - their types (clause 1), content (clause 2), change (clause 3). Usually legal entities act on the basis of the charter and only in cases stipulated by law - on the basis of the memorandum of association (memorandum of association and articles of association). So, on the basis of the charter, business companies operate (clause 3 of article 89, taking into account clause 3 of article 95, clause 3 of article 98 of the Civil Code), cooperatives (clause 1 of article 108, clause 2 of article 116 of the Civil Code) , funds (clause 4 of article 118 of the Civil Code) and, for obvious reasons, legal entities created by one founder (paragraph 3 of clause 1 of article 52); business partnerships operate on the basis of a constituent agreement (Articles 70, 83 of the Civil Code); on the basis of the charter and the constituent agreement, there are associations of legal entities (clause 1 of article 122 of the Civil Code), as well as communities of small peoples (article 6.1 of the Law on non-profit organizations, clause 3 of article 8 of the Federal Law of July 20, 2000 N 104-FZ "On the general principles of organizing communities of indigenous peoples of the North, Siberia and the Far East of the Russian Federation" (SZ RF. 2000. N 30. Art. 3122)).

It is noteworthy that the Law on Non-Commercial Organizations (clause 1, article 14) considers the constituent agreement both as the main constituent document (in associations and unions), and as an optional constituent document, which can be concluded in addition to the charter only at the request of the founders (in non-commercial partnerships). and autonomous non-profit organizations).

The emergence of some statutory legal entities is preceded by the conclusion of an agreement on their creation, which, being a simple partnership agreement (Chapter 55 of the Civil Code), terminates with the creation of this legal entity and is not its constituent document (clause 1, article 89, clause 1, article 98 of the Civil Code ). The constituent agreement is concluded by several founders (participants) of the legal entity, and the charter is approved by the founder or founders (participants) of the legal entity (paragraphs 2, 3, paragraph 1, article 52).

Other founding documents are also known. Thus, individual non-profit organizations, and only in cases provided for by law, may act on the basis of general position about organizations of this type (paragraph 1, clause 1, article 52 of the Civil Code, clause 1, article 14 of the Law on non-profit organizations). There are cases when a legal entity, in principle, does not have constituent documents specified in paragraph 1 of Art. 52: replaces them in state corporations special law, on the basis of which these organizations are created and operate and which determines the features of their legal status(Clause 3, Article 7.1 of the Law on Non-Commercial Organizations).

2. The law imposes a number of mandatory requirements on the content of the constituent documents of a legal entity (clause 2, article 52). Among the universal information that should be in the constituent documents of any legal entity is its name and location (see also paragraph 3 of article 54 of the Civil Code), the procedure for managing its activities. Special ones include: a) information provided by law for legal entities of the corresponding type (see, in particular, paragraph 2 of article 70, paragraph 2 of article 83, paragraph 2 of article 89, paragraph 1 of article 95, paragraph 3 article 98, paragraph 2 article 108, paragraph 2 paragraph 1 article 113, paragraph 2 article 116, paragraph 4 article 118, paragraph 2 article 122 of the Civil Code); b) the subject and goals of the activity (for non-profit organizations, unitary enterprises, and in cases provided for by law - for other commercial organizations).

The subject and goals of the activity should be defined in the constituent documents of only those legal entities that have special legal capacity in accordance with the law (clause 1 of article 49 of the Civil Code). In all other cases, no one can oblige the founders (participants) of a legal entity to do this, however, they themselves can provide for certain objects and goals of the activities of a legal entity, even if this is not mandatory by law. In any case, the definition in the constituent documents of the legal entity of its subject and purpose of activity indicates its special legal capacity, however, when going beyond the special legal capacity provided for by law, Art. 168 of the Civil Code, and in case of going beyond the special legal capacity provided for by the constituent documents - Art. 173 GK.

The constituent documents of a legal entity may contain other information, in addition to those that the law directly speaks about. According to paragraph 3 of Art. 14 of the Law on Non-Commercial Organizations, the constituent documents of a non-commercial organization must define its name, containing an indication of the nature of its activities and legal form, its location, the procedure for managing activities, the subject and goals of activities, information about branches and representative offices, the rights and obligations of members, conditions and procedure for admission to membership of a non-profit organization and withdrawal from it (if the organization has membership), sources of formation of its property, the procedure for amending constituent documents, the procedure for using property during the liquidation of a non-profit organization and other provisions in accordance with the law. Separately, the law determines what information the memorandum of association should contain, of course, if it exists and is a constituent document (paragraph 2, paragraph 2, article 52 of the Civil Code, paragraph 2, paragraph 3, article 14 of the Law on non-profit organizations).

3. According to paragraph 3 of Art. 52 constituent documents may be amended, all of them are subject to registration (for more details, see Chapter VI of the Law on Registration of Legal Entities). For third parties (not members of the legal entity), such changes usually take effect from the moment they are registered. If there are no changes in the registration yet, but third parties have already taken them into account and entered into relations with the legal entity, taking into account these changes, not a formal legal, but a factual moment is preferable: in this case, the legal entity and their founders (participants) are not entitled to refer to no registration of changes.

In cases established by law, the legal entity submits to the registration authority at the location of the notice of amendments to the constituent documents, the decision to introduce them and the changes themselves, and the registering authority, within a period of not more than 5 days from the receipt of such notification, makes an entry in the Unified State Register of Legal Entities; in such cases, changes in the constituent documents acquire legal force for third parties not from the moment the changes are registered, but already from the moment the registration authority is notified (Article 19 of the Law on Registration of Legal Entities). Such a notification procedure concerns, for example, changes in information about branches and representative offices of a legal entity (clause 5, article 5 of the Law on Limited Liability Companies, clause 6, article 5 of the Law on joint-stock companies, paragraph 5 of Art. 5 of the Law on Unitary Enterprises).

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

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

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

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

The provisions of Article 52 of the Civil Code of the Russian Federation are used in the following articles:

Legal capacity of a legal entity
1. A legal entity may have civil rights corresponding to the objectives of the activity provided for in its founding document (Article 52) and bear obligations related to this activity.
Decision to establish a legal entity
3. The decision on the establishment of a legal entity shall contain information on the establishment of a legal entity, approval of its charter, and in the case provided for by paragraph 2 of Article 52 of the Civil Code of the Russian Federation, that the legal entity is acting on the basis of a model charter approved by the authorized state body, on the procedure , amount, methods and terms of formation of property of a legal entity, on the election (appointment) of the bodies of a legal entity.
Public and non-public societies
approval of internal regulations or other internal documents that are not constituent documents (paragraph 5 of Article 52) economic society;
Memorandum of association of a general partnership
2. The memorandum of association of a general partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of the Civil Code of the Russian Federation, conditions on the size and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.
Foundation agreement of a limited partnership
2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of the Civil Code of the Russian Federation, conditions on the size and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions; on the total amount of deposits made by contributors.
Establishment of a limited liability company and its charter
The charter of a limited liability company must contain information about the trade name of the company and its location, the amount of its authorized capital (except for the case provided for by paragraph 2 of Article 52 of the Civil Code of the Russian Federation), the composition and competence of its bodies, the procedure for making decisions by them (including decisions on issues adopted unanimously or by a qualified majority of votes) and other information provided for by the law on limited liability companies.

The legal basis for the activities of a legal entity is its constituent documents.

According to Article 52 of the Civil Code of the Russian Federation, a legal entity acts:

1. by statute- general rule;

2. on the basis of the memorandum of association- for business partnerships

Charter- a local normative act that determines the legal status of a legal entity and regulates relations between participants and the legal entity itself. The charter comes into force from the moment of registration of the legal entity itself.

Memorandum of association is a consensual civil law contract that regulates relations between the founders in the process of creating and operating a legal entity.

3.1. The ratio of the charter and the memorandum of association

According to p.2-3 Art. 52 of the Civil Code of the Russian Federationfor state registration of legal entities can be used standard statutes, the forms of which are approved by the authorized state body in the manner prescribed by the law on state registration of legal entities.

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

In general terms, Art. 52 of the Civil Code of the Russian Federation, and for certain types of legal entities - in the relevant sections of the Civil Code and special regulations.

According to Clause 4 of Art. 52 of the Civil Code of the Russian Federation the charter of a legal entity must contain:

information about the name of the legal entity,

its location,

the procedure for managing the activities of a legal entity,

as well as other information provided by law for legal entities of the corresponding organizational and legal form and type.

In the statutesnon-profit organizations, charters of unitary enterprises and in cases provided for by law in the charters of other commercial organizationsthe subject and goals of the activities of legal entities should be determined. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

According to Clause 6 of Art. 52 of the Civil Code of the Russian Federation changes made to the constituent documents of legal entities become valid for third partiesfrom the moment of state registration of constituent documents , and in cases prescribed by law(for example, in relation to an LLC - clause 5 of article 5 of the Federal Law of the Russian Federation of February 8, 1998 No. 14-FZ “On LLC”, in relation to a joint-stock company - clause 6 of article 5 of the Federal Law of the Russian Federation of December 26, 1995 No. 208 - FZ “ About JSC"), - from the moment of notification of the state registration authority of such changes .

However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes).

According to Clause 2 of Art. 51 of the Civil Code of the Russian Federationa person relying in good faith on the data of the Unified State Register of Legal Entities has the right to proceed from the fact that they correspond to actual circumstances. A legal entity is not entitled, in relations with a person who relied on the data of the unified state register of legal entities, to refer to data not included in the specified register, as well as to unreliable data contained in it, unless the relevant data is included in the specified register in as a result of unlawful actions of third parties or in any other way beyond the will of the legal entity.

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

Commentary on Art. 52 of the Civil Code of the Russian Federation

Commentary on Article 52 of the Civil Code of the Russian Federation

3.1. The ratio of the charter and the memorandum of association

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