What is a Legal Entity (legal entity) Types of signs

What is a legal entity, signs

The general concept of a legal entity is enshrined in Art. 48 Civil Code of the Russian Federation. According to this article, a legal entity is understood as an organization that has certain characteristics. Such signs, in particular, primarily include:

the presence of separate property. Separation of the property of a legal entity means that such property must be separated from the property of other persons.

At the same time, the property should not necessarily be physically separated - the main thing is that it is subject to separate accounting as belonging to a legal entity.

a legal entity is independently liable for its obligations with its property.
may independently (i.e., by his own actions) on his own behalf acquire civil rights and exercise them.
independently, on his own behalf, bears civil responsibilities that arise in the course of his activities.
Another important feature is that a legal entity independently acts as a plaintiff or defendant in court.

As already indicated, legal entities are one of the types of participants in civil transactions, along with, among other things, individuals.

Based on the above, the difference between individuals and legal entities is obvious: if an individual is a person (a citizen of the Russian Federation, etc.), then a legal entity is a specific concept that denotes a form of organization of people created to participate in civil circulation.

Peculiarities

who a legal entity is by listing its distinctive features.

Characterized by organizational unity. This means that in civil law relations the organization acts as a single whole. All structural divisions of a legal entity are subordinate to governing bodies, which not only express the will of the legal entity externally, but also form it.
Has its own separate property. That is, a legal entity owns property in property law. It is important to note that the property of a legal entity is not the same as the property of its founders.
Bears responsibility for the obligations assumed by the property it owns. The founders of a legal entity or the owners of its property (with the exception of certain cases provided for by law) are not liable for its obligations.
Bears civic responsibilities.
Serves as a plaintiff or defendant in court cases.

After we have sorted out who is a legal entity, we will talk about its main types.

Types of legal entities and purposes of activity

All legal entities are divided into two large groups (types): commercial and non-profit organizations; the criterion for such division is the purpose for which they are created and carry out their activities.

For commercial ones, the main purpose of their creation and activity is to make a profit, for non-profit ones - to resolve other issues of a cultural, social and other non-commercial nature (Clause 1 of Article 50 of the Civil Code of the Russian Federation).

At the same time, non-profit organizations can make a profit in the course of their activities and the use of their property, but:

firstly, as already said, obtaining it is not the goal;
secondly, the profit received in the process of activity is not distributed among the persons who created the organization, but is directed to solving the problems for which the organization was created.

Civil legislation provides for a number of specific organizational and legal forms in which legal entities can be created; their list is given in clauses 2, 3 of Art. 50 Civil Code of the Russian Federation.

Thus, commercial organizations, depending on the procedure for their creation and management, the legal regime of their property, the rights of persons creating a commercial organization in relation to its property, etc., can be created in the forms of a business partnership and (or) society, peasant farm, economic partnership, production cooperative, state and (or) municipal unitary enterprise (clause 2 of article 50 of the Civil Code of the Russian Federation).

For other reasons, all organizations are also divided into two large groups: corporate and unitary (Article 65.1 of the Civil Code of the Russian Federation). The criteria for classifying a legal entity into a particular group, in this case, is whether the organization is built on the basis of:

participation (membership)
whether the participants (members) form the highest governing body of the organization.

The procedure for registering legal entities on zakupki.gov.ru

Registration of customers or their representatives is carried out after passing the identification and authentication procedures in the ESIA. The following may act as customer representatives:

An “organization administrator” in the unified identification and authentication system is a person who can, without a power of attorney, act on behalf of the organization in accordance with the requirements of the charter and organize the activities of persons on behalf of customers.
“Additional administrator of the organization” is a person who organizes the activities of persons who are authorized to act on behalf of the organization together with the administrator.
“Authorized specialist” is a person performing functions delegated to him by the administrator and additional administrator.

During the registration process on the official website, the customer will have to fill in the following information:

Full or abbreviated name of the customer.
TIN.
checkpoint.
OGRN.
Address.
OKPO.
OKFS.
OKOPF.
MO code according to OKTMO.
Locality code according to OKATO.
OKVED codes used by customers.
Belonging to one of the types of legal entities that are listed in Part 2 of Art. 1 223-FZ.
Company website and contact details.

Once all the necessary information has been provided, the customer’s representatives are granted access to the customer’s personal account. All information specified by legal entities changes automatically after amendments are made to the Unified State Register of Legal Entities.

The full text of the Order can be found here. Detailed instructions for registering customers under 223-FZ on the government procurement website can be found here.

He himself is responsible for the information posted about the customer and his representatives.

Legal personality of a legal entity

In jurisprudence, the legal personality of any person is usually understood as the totality of his legal capacity and capacity. At the same time, legal capacity is understood as the ability to have rights, and legal capacity is the ability to exercise rights through one’s actions, create for oneself and bear responsibilities. In addition, sometimes the third element of legal personality is delinquency – the ability to bear responsibility for the result of one’s actions (inaction).

In relation to legal entities, the law uses the concept of legal capacity (Article 49 of the Civil Code). At the same time, the legal capacity of a legal entity is understood as the ability to both have rights and bear responsibilities.

In accordance with paragraph 3 of this article, legal capacity arises from the moment a legal entity is entered into the Unified State Register of Legal Entities (hereinafter referred to as the Unified State Register of Legal Entities) of information about its creation and terminates from the moment information about its termination is entered into the specified register.

Legal capacity, as a general rule, can be universal (i.e. general) and special (i.e. limited).

According to paragraph 1 of this article, the rights of a legal entity (and, accordingly, obligations) must correspond to the goals of its activities, enshrined in the constituent document.

Considering that, as stated above, the main purpose of the creation and operation of commercial organizations is to make a profit, it is obvious that the legal personality of commercial organizations is universal, i.e. commercial organizations can have any rights and bear any obligations. This is precisely the norm contained in part 2 of paragraph 1 of this article.

At the same time, this paragraph makes reference to a number of regulations, according to which some commercial organizations have limited legal personality, i.e. their activities are limited by the purposes of their creation. Such legal entities, in particular, include: unitary enterprises, mortgage agents (Article 8 of the Federal Law “On Mortgage Securities” dated November 11, 2003 No. 152-FZ), credit organizations (Article 5 of the Federal Law “On Banks and Banking Activities” dated 02.12.1990 No. 395-1), microfinance organizations (Article 12 of the Federal Law “On microfinance activities and microfinance organizations” dated 02.07.2010 No. 151-FZ) and others.

In addition, according to part 3 of paragraph 1 of this article, certain types of activities can be carried out by organizations only on the basis of:

licenses;
membership in a self-regulatory organization (hereinafter referred to as SRO);
certificate of admission to perform a certain type of work issued by the SRO.

The main regulatory legal act in the field of licensing is the Federal Law dated May 4, 2011 No. 99-FZ “On licensing of certain types of activities.” Thus, paragraph 1 of Article 12 of the said Federal Law establishes a list of types of activities for which a license is required.

Individual

What is the difference between a legal entity and an individual? Let's look at the second category of subjects in more detail. A natural person is a citizen of the Russian Federation, a foreigner, and even a person who does not have citizenship, but is endowed with certain responsibilities and rights by virtue of his existence. He acts as a subject of legal relations and has legal capacity. Individuals may differ in age, financial status, place of residence, and nationality.

Location and address of the legal entity

Determining the location of a legal entity is dictated by several factors; Let us note some of the most important of them.

Firstly, the location, along with the name, organizational and legal form, is one of the most important identification features of a legal entity, allowing it to be distinguished from other, similar participants in civil circulation. The need to clearly define the location of a legal entity is emphasized by the fact that the location must be determined in the charter (constituent documents) of the legal entity.

Secondly, the location of a legal entity has a significant impact on its taxation. This circumstance is due to the fact that, in addition to federal taxes and fees that apply throughout the Russian Federation, taxes of the constituent entities of the Russian Federation and local taxes and fees are established and collected. At the same time, many elements of taxation (tax rate, procedure and timing of payment of advance payments, etc.) are established, respectively, by the representative authorities of the constituent entities of the Russian Federation and local governments, and are subject to application in specific territories. Thus, the amount of taxes paid by legal entities whose location is in different regions (localities) may differ significantly.

Thirdly, the location of a legal entity has, with some exceptions, a decisive influence on the jurisdiction of disputes in court, if they arise.

Thus, as a general rule, in accordance with Article 35 of the Arbitration Procedural Code of the Russian Federation (hereinafter referred to as the Arbitration Procedure Code of the Russian Federation), a claim is brought at the location of the defendant. If the location of the defendant is not known, the claim is brought at the choice of the plaintiff, i.e.:

or at the location of the defendant’s property;
or at the last known location of the defendant (Article 36 of the Arbitration Procedure Code of the Russian Federation).

A similar rule is contained in Article 28 of the Civil Procedure Code of the Russian Federation (hereinafter referred to as the Civil Procedure Code of the Russian Federation) - a claim is brought against an organization at its location.

These standards are applicable in most cases, except for the so-called. “jurisdiction at the choice of the plaintiff” (when the court in which the claim is filed is determined by the plaintiff himself), “exclusive jurisdiction” (when the court in which the claim must be filed is determined by law) and “contractual jurisdiction” (when the court in which the dispute will be heard , if it occurs, is determined by contract, agreement between the parties).

According to paragraph 2 of Article 54 of the Civil Code of the Russian Federation, the location of a legal entity is determined by the place of its state registration, at which the name of the locality or municipal entity is indicated.

As a rule, state registration of a legal entity is carried out at the location of its permanent executive body; in case of its absence, state registration is carried out at the location of another body or person who has the right to act on behalf of a legal entity without a power of attorney (clause 1 of Article 13 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”).

Application

To better understand who is a legal entity in Moscow , you need to familiarize yourself with the differences between legal entities and individuals. The article is intended to answer the question “ Who is a legal entity?”, so we will briefly touch on the question of differences and application.

An individual has the right to get a job, study, get married, etc. The right to do what is not available to a legal entity by definition.
The rights and obligations of a legal entity are determined by the terms of the agreement and do not contradict the constituent documents.
A legal entity has all the rights given to it by law immediately after registration with the relevant government agency. An individual also has a number of inalienable rights from birth (for example, the right to life), but acquires a number of rights (for example, the right to vote in elections) after reaching adulthood.
A legal entity can be liquidated according to the appropriate procedure established by law. An individual cannot be intentionally destroyed under any circumstances.
A legal entity can only be brought to administrative and civil liability. In addition, the individual is subject to criminal punishment.

If you do not understand who the legal entity is, the official website of the organization you are interested in will clarify this issue.

I hope the article was useful, it became clear to you who is a legal entity and who is not.

State registration of legal entities

As stated above, the importance of the institution of state registration of legal entities is due to the fact that, in accordance with paragraph 3 of Article 49 of the Civil Code of the Russian Federation, a legal entity, the legal capacity of a legal entity arises from the moment information about its creation is entered into the Unified State Register of Legal Entities and terminates from the moment information about its termination is entered into the specified register .

The procedure for state registration of a legal entity is determined by the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ.

The functions of the state body registering legal entities are currently assigned to the Federal Tax Service of the Russian Federation (Article 2 of the said Federal Law, Regulations on the Federal Tax Service, approved by Decree of the Government of the Russian Federation of September 30, 2004 No. 506).

A state fee is charged for state registration of newly created legal entities; currently, in accordance with subparagraph 1 of paragraph 1 of Article 333.33 of the Tax Code of the Russian Federation (hereinafter referred to as the Tax Code of the Russian Federation), it is 4,000 rubles (except for state registration of political parties, etc.).

State registration of created legal entities is carried out within no more than three working days at the location of the legal entity (Article 13 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ).

The law provides for several options for providing documents required for state registration: by post with a declared value with a list of investments, directly through the MFC, in the form of electronic documents signed with an electronic signature in the manner prescribed by Order of the Federal Tax Service of the Russian Federation dated August 12, 2011 No. YAK-7-6 / [email protected]

Article 12 of the said Federal Law defines the list of documents that are submitted by the applicant for state registration of the created legal entity. Such documents include, in particular:

application R11001 (application form approved by Order of the Federal Tax Service of the Russian Federation dated January 25, 2012 No. ММВ-7-6/ [email protected] “On approval of forms and requirements for the execution of documents submitted to the registering authority during state registration of legal entities, individual entrepreneurs and peasant (farmer) ) farms");
decision on the creation of a legal entity (protocol or other document, depending on the type of legal entity being created);
constituent documents of a legal entity, except in cases where the legal entity will act on the basis of a standard charter;
if the founder is a foreign person - an extract from the register of foreign legal entities or other evidence confirming the legal status of the founder;
document confirming payment of state duty.

In addition to the above, you need to pay attention to the following:

Firstly, Chapter V of the said Federal Law defines the procedure for state registration of legal entities created through reorganization (i.e., transformation of existing ones).
Secondly, it should be noted that paragraph 1 of Article 10 of the said Federal Law stipulates that the procedure for state registration of certain types of legal entities is determined by special federal laws. So, for example, this applies to bar associations (Federal Law “On advocacy and the legal profession in the Russian Federation” dated May 31, 2002 No. 63-FZ), etc.

How do individuals differ from legal entities: the main differences

A legal entity can be formed by an individual. Education takes place according to the procedure established by law. Legal registration persons is carried out in special government bodies that also deal with liquidation. This is the second main difference, since an individual is not subject to destruction.

The status of “legal entity” can be registered by one or a group of people. After registration, a name appears that cannot be used by other legal entities. faces. Individuals have names that may belong to other citizens.

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Humanities / Business Basics / 2.1. The concept of individuals and legal entities

The Civil Code of the Russian Federation (Civil Code of the Russian Federation) regulates the organizational and legal forms of entrepreneurial activity, distinguishes the concepts of physical

and
legal entities
. Both of them act as business entities.

Individuals

- These are legal and capable citizens.

They can:

· have property on the right of ownership;

· inherit and bequeath property;

· engage in entrepreneurial and other activities not prohibited by law;

· create legal entities (independently and jointly with other individuals and legal entities);

· carry out transactions that do not contradict the law;

· bear property and other liability for their activities.

An individual, acting at his own peril and risk, putting his funds into circulation, acts as an individual entrepreneur.

The pooling of capital of individuals to achieve common goals, through entrepreneurial activity, legally and organizationally formalized, gives them the status of a legal entity

Entity

- this is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can, in its own name, acquire and exercise property and personal non-property rights, perform duties, and be a plaintiff and defendant in court.

Art. 48 Civil Code of the Russian Federation

A legal entity is characterized by the following points:

· company name;

· registration in the state register of legal entities;

· civil rights (corresponding to the goals of activity declared in the constituent documents) and responsibility for their obligations;

· availability of a special permit (license) to carry out certain types of activities;

· a certain organizational structure;

· independent balance;

· legal address;

· stamp and bank account.

A legal entity is subject to state registration. State registration data, including the company name, is included in the unified state register of legal entities, open to the public. A legal entity is considered created from the moment of its state registration.

The basis for the activities of a legal entity is the charter

,
constituent agreement
and
extract from the register of registration
. The contents of these documents will be discussed below. The charter is a document that often has to be shown externally. For these reasons, taking into account the need in some cases to maintain confidentiality in relation to the company's participants, the names of the participants in the charter may not be indicated, especially since they are indicated in the constituent agreement.

On the territory of the Russian Federation there are special types of activities that require licensing. The Federal Law of the Russian Federation establishes a list of types of activities for which licenses from authorities are required, and also indicates the bodies authorized to conduct licensed activities. Since the list contains more than 200 items, it is recommended that you familiarize yourself with this list of activities.

Let us note some of the types of activities that require licensing:

· production and distribution of pyrotechnic products;

· production of precious metals, jewelry containing precious metals and precious stones;

· oil refining and transportation, storage of its products;

· building design and construction activities;

· activities for the production of food products from grain;

· pharmaceutical activities;

· production of narcotic substances, storage, sale, acquisition of them;

· sale of antiques;

· activities for the production and bottling of mineral and natural drinking water, wholesale sales, etc.

The law establishes that licensed activities include types of activities, the implementation of which may entail damage to the rights, legitimate interests, morality and health of citizens, the defense of the country and state security, and the regulation of which cannot be carried out by methods other than licensing.

In addition, activities subject to licensing may be regulated by other regulations. For example, medical activities.

Certain types of activities (for example, production, storage and sale of alcoholic beverages or production and wholesale of tobacco products) are also regulated by other legislative acts.

To obtain a license, its applicant (legal entity, individual entrepreneur) must submit the following documents to the licensing authority:

1) application for a license indicating:

· for a legal entity - the name and organizational and legal form of the legal entity, its location, name of the bank and current account number;

· for an individual entrepreneur - last name, first name, patronymic, details of the citizen’s identity document;

· the licensed type of activity that a legal entity or individual entrepreneur intends to carry out, and the period during which this type of activity will be carried out;

2) copies of constituent documents and a copy of the certificate of state registration of the licensee as a legal entity (if the copy is not certified by a notary, the originals must be presented) - for legal entities;

1) a copy of the certificate of state registration of a citizen as an individual entrepreneur (if the copy is not certified by a notary, the original must be presented) - for individual entrepreneurs;

2) a certificate of registration of the licensee (legal entity, individual entrepreneur) with the tax authority;

3) a document confirming that the license applicant has paid a fee for the consideration by the licensing authority of the license applicant’s application.

The maximum amount of such payment cannot exceed three times the minimum wage in force at the time of consideration of the application. The fees for reviewing applications of license applicants are sent to the appropriate budget.

4) a document confirming payment of the license fee for issuing a license (not exceeding ten times the minimum wage).

Company name

The company name should not repeat the company names of other enterprises, and also contain designations that may be misleading. In this case, names with the same organizational and legal form and short name are considered to be identical (if a limited liability company and a joint stock company have the same short name, for example “Mayak”, then their names will not be considered identical).

When choosing a company name, special attention should be paid to the use of the word “Russia” and its derivatives, as well as the names of republics, cities, historical monuments, etc., which may require special permission, as well as the payment of a certain fee.

Along with compliance with the mandatory requirements, we recommend that when choosing a name, proceed from the fact that it:

ü must be harmonious in Russian and common foreign languages (it should be borne in mind that a neutral word in one language may sound like an obscene word in another language);

ü should not require translation (if an enterprise has one name in Russian, the second in a foreign language, the question will constantly arise with what name to enter the foreign market).

ü should not consist of more than 180 characters (including spaces), as otherwise there will be problems with its automatic processing during registration.

A legal entity may have:

· representative offices;

· branches.

Representative office

is a separate division of a legal entity located outside its location, which represents the interests of the legal entity and protects it.

Branch

is a separate division of a legal entity located outside its location and performing all or part of its functions, including the functions of representative office.

Representative offices and branches are not legal entities and act on the basis of instructions developed by the legal entity.

Legal entities can be organizations:

· commercial;

· non-profit.

Commercial organizations are organizations that pursue as the main goal of their activities profit distributed among participants.

Art. 50 Civil Code of the Russian Federation

Legal entities that are commercial organizations

, can be created in the forms:

Non-profit organizations can carry out business activities only insofar as this can serve the achievement of their goals.

It is allowed to unite commercial and (or) non-profit organizations in the form of associations and unions.

Let's move on to the definition of the concept of an entrepreneurial company.

Why do you need to know the type of legal entity you belong to when registering in the UIS?

When registering, affiliation with a legal entity takes the form of a list from which the organization can choose the appropriate option. If none of the values matches it, then further registration is impossible, since the “other” or “other” options are not provided here.

Also, depending on which organization the registered legal entity belongs to, it may be required to provide additional information. So, if a subsidiary is registered, then you need to provide information about the parent organization in the window that opens. Its OGRN, KPP, TIN, full and abbreviated names are indicated here. You can search for the desired organization using the “Find in the directory” option.

If you want to find out how to solve your particular problem, please contact us through the online consultant form or call :

The set of attached documents depends on the affiliation of the legal entity.

To confirm the registration information of the organization, you must additionally provide and attach a set of documentation. According to the provisions of the Order, it includes:

Charter.
Certificate of registration with the Federal Tax Service.
Regulations on a separate division (optional if a company of this type is registered).
Notification of registration with the Federal Tax Service (instead of a certificate, if registration is carried out by a separate unit).

If a state corporation is registering, then it must additionally attach to the documents from clause 2.10 of the Order the details of the order that provided for its creation.

Reporting of tender customers

Reporting under Federal Law No. 44-FZ

The customer is obliged to post the following reports on the official government procurement website zakupki.gov.ru:

Contract execution report;
Report on the volume of purchases from small businesses and socially oriented non-profit organizations at the end of the year;
A report justifying the purchase from a single supplier (contractor, performer).

Reporting under Federal Law No. 223-FZ

The customer places the following list of reports on the government procurement website zakupki.gov.ru no later than the 10th day of the month following the reporting month:

report on the total cost of concluded contracts;
report on the total cost of contracts concluded with a single supplier;
report on the total cost of concluded contracts with small and medium-sized businesses.
a report on the total cost of concluded procurement contracts, information about which constitutes a state secret;

Read more Response to a request from a State Duma deputy

Who are the customers and suppliers?

Customers and suppliers under 44-FZ

Municipal and state budgetary institutions. The supplier can be a legal entity, individual entrepreneurs (IP), as well as individuals.

Customers and suppliers under 223-FZ

State-owned companies with a state share of more than 50%, including their subsidiaries and granddaughters,
Budgetary institutions that purchase from their own funds, subcontract funds or grants.
Organizations that are involved in regulated activities such as energy and water supply,
Subjects of natural monopolies (for example, Russian Railways, oil and gas companies, etc.),

Likewise, both organizations and individuals can participate. The requirements for participants in each specific procurement are set by the customer.

Ensuring the fulfillment of obligations under the contract

Federal Law 44-FZ

The customer cannot enter into a contract with the winner of an auction or competition (regardless of its price) unless he provides financial security for the contract.

The amount of security varies from 5 to 30% of the initial (maximum) contract price. If the minimum cost of the contract exceeds 50 million rubles, the customer is obliged to establish security in the amount of 10% to 30% of the cost, but not less than the amount of the advance payment, if it is provided for in the contract. The supplier can choose the method of provision. He either provides a bank guarantee or deposits money into the customer’s account.

In the second case, the guarantee must be issued by an authorized bank and additionally entered into the register of bank guarantees at zakupki.gov.ru.

Federal Law 223-FZ

Securing a contract in bidding under 223-FZ remains entirely at the discretion of the customers. The presence or absence of this requirement is always reflected in the procurement documentation.