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

(As amended by the Federal Law of 05.05.2014 N 99-FZ)

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.

(as amended by Federal Laws No. 209-FZ of June 29, 2015, No. 236-FZ of July 3, 2016)

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 are applied. legal entity.

The state corporation operates on the basis of federal law about such a public corporation.

(the paragraph was introduced by Federal Law No. 236-FZ of July 3, 2016)

2. Legal entities may act on the basis of model charter approved by the authorized government agency. 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 of legal entities.

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

(Clause 2 as amended by Federal Law No. 209-FZ of June 29, 2015)

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 specific goals of the activity commercial organization may also be provided for by the charter in cases where this is not mandatory by law.

(as amended by Federal Laws No. 133-FZ of May 23, 2015, No. 209-FZ of June 29, 2015)

5. Founders (participants) of a legal entity have the right to approve regulatory corporate relations(paragraph 1 of article 2) and internal regulations and other internal documents of a 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.

6. Changes made to founding documents legal entities become effective for third parties from the moment of state registration of constituent documents, and in cases statutory, from the moment of notification of the body exercising 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.

Article comments

1. Constituent documents in accordance with the legislation and along with it determine the legal status ( legal status) of this legal entity. Which of the documents listed in paragraph 1 of clause 1 of this article is recognized as a constituent document for a particular legal entity is determined by the relevant law. Yes, for joint-stock company this is only a charter (clause 3 of article 98 of the Civil Code and clause 1 of article 11 of the Law on Joint Stock Companies), although it is preceded by the conclusion of an agreement between the founders (clause 1 of article 98 of the Civil Code). In business partnerships, such documents are founding agreements (clause 1, article 10, clause 1, article 83 of the Civil Code); in limited liability companies - both the constituent agreement and the charter (clause 1 of article 89 and clause 3 of article 95 of the Civil Code); the same applies to associations (unions) of legal entities (clause 1 of article 122 of the Civil Code). According to Article 14 of the Law on non-profit organizations their constituent documents are: the charter approved by the founders (participants) - for public or religious organization(association), fund, non-profit partnership and an autonomous non-profit organization; the memorandum of association concluded by their members and the charter approved by them - for an association or union; the decision of the owner (i.e. the founder) on the establishment of the institution and the charter approved by him - for the institution. At the same time, Article 14 provides that the founders (participants) of a non-profit partnership or an autonomous non-profit organization are also entitled to conclude a constituent agreement, which in this case should, apparently, be considered a constituent document.
The memorandum of association is essentially a type of agreement on joint activities provided for by Articles 1041 - 1054 of the Civil Code; that is how it is defined in paragraph 1 of article 98 of the Civil Code, which regulates the formation of a joint-stock company.
In accordance with the Decree of the President of the Russian Federation of May 23, 1994 N 1003 "On the reform state enterprises"(SZ RF, 1994, N 5, Art. 393) by a decree of the Government of the Russian Federation, the Model Charter of a state-owned plant was approved (see also Art. 115 of the Civil Code and comments to it).
In those cases provided for by law, when a non-commercial legal entity acts on the basis of the general provision on organizations of this type (clause 1 of the commentary of the article), an individual charter is not required. In this case, the constituent document should be recognized as an act (this may be an agreement) by which this organization is created, and this act must contain those comments provided for in clause 2. articles of information that are not and cannot be in the general regulation on organizations of this type (individual name, location, etc.).
The approval of individual Regulations on individual organizations - legal entities by bodies whose competence includes the creation (formation) of the relevant organizations does not contradict the Civil Code. Thus, the Decree of the Government of the Russian Federation of July 30, 1994 (SZ RF, 1994, N 15, Art. 1789) approved the Regulations on Polytechnic Museum, Decree of October 6, 1994 (SZ RF, 1994, N 25, Art. 2709) - Regulations on the State Academic Mariinsky Theater. Such Regulations are essentially equivalent to the charters of these organizations, approved by their founders.

2. Constituent documents are obligatory not only for those who have concluded them (constituent agreement) or approved (charter) founders, but also for all who enter into relations with this legal entity, including state and municipal authorities; some restrictions on the operation of this rule are established by law (Article - Civil Code on the conditions for maintaining the so-called extra-statutory transactions in force).
In those cases where, according to the law, both the constituent agreement and the charter are recognized as the constituent documents of a legal entity, the practice of arbitration courts recognizes the priority of the charter.

3. 3. The requirements for the content of constituent documents established by clause 2 of this article are imperative for all legal entities of any organizational and legal form. In a relationship certain types legal entities are provided by law Additional requirements(See, for example, clause 2 of article 70 of the Civil Code on general partnerships, clause 3 of article 98 of the Law on joint-stock companies, article 10 of the Law on banks, etc.). Clause 3, Article 14 of the Law on Non-Commercial Organizations establishes additional requirements for the content of constituent documents of non-commercial organizations, regardless of their organizational and legal form.
The constituent documents may include other conditions that are not provided for by law, but do not contradict it.
The rule contained in paragraph 2 on the inclusion in the constituent documents in the cases listed in it of an indication of the subject and goals of the activity of a legal entity is connected with the principle of special legal capacity of the relevant legal entities established by Article 49 of the Civil Code.

4. Constituent documents are changed in the manner prescribed by law and the documents themselves. The decision to change the charter is taken, as a rule, by the supreme body of the legal entity or (in relation to institutions) by its founders. In a number of cases, the law provides for the possibility of changing the constituent documents by a court decision (for example, paragraph 1 of article 119 of the Civil Code and paragraph 3 of article 14 of the Law on non-profit organizations - in relation to the charter of funds, paragraph 2 of article 72 of the Civil Code - in relation to the memorandum of association general partnership).
Changes are registered by the same body and in the same manner as the legal entities themselves. According to paragraph 3 of this article, changes in the constituent documents become mandatory for third parties from the moment of their state registration, and in cases specifically specified in the law, from the moment the registering authority is notified of the acceptance of these changes, i.e. practically from the date of submission of the relevant documents. But if a third party, having learned about the adopted changes, acted taking into account these changes, neither the legal entity itself, nor its founders (participants) have the right to refer to the lack of registration and demand the application of the old charter (constituent agreement) without the adopted changes.

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 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. Such information is indicated in the unified state register of legal entities.

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 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 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. 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 "About general principles organizations of communities of indigenous peoples of the North, Siberia and Far East 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. So, individual non-profit organizations, and only in cases provided for by law, can act on the basis of the general provision on organizations of this type (paragraph 1, clause 1, article 52 of the Civil Code, clause 1, article 14 of the Law on Non-Commercial Organizations). There are cases when a legal entity, in principle, does not have constituent documents specified in paragraph 1 of Art. 52: in state corporations they are replaced by a 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 introduces a number of mandatory requirements(Section 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 subject and goals of the 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, it is preferable not to have a formal legal, but a factual moment: 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, clause 5, article 5 of the Law on Unitary Enterprises) .

Judicial practice under Article 52 of the Civil Code of the Russian Federation

Ruling of the Supreme Court of the Russian Federation of February 8, 2018 N 309-KG17-23730 in case N A50-28632/2016

Taking into account the established circumstances, guided by the provisions of Articles 143, 146, 166, 169, 171, 172, 173, 174 of the Tax Code of the Russian Federation, Articles , , , Civil Code of the Russian Federation, Article 9 of the Federal Law of 06.12.2011 N 402-FZ "On accounting", Articles 32, 40 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the explanations set out in the resolution of 10.12.2006 N , the courts came to the conclusion that the tax authority has legal grounds for rendered the contested decision, to which the District Court agreed.

Ruling of the Supreme Court of the Russian Federation of October 24, 2018 N 305-KG18-7071 in case N A40-50465/2017

Refusing to satisfy the stated claim, the courts, guided by the provisions of Articles 198, 200 of the Code, Articles 19, 36, 37, 81, 83 of the Forest Code of the Russian Federation, Article 161 of the Budget Code of the Russian Federation, paragraph 4 of Article , paragraph 1 of Article 123.22 of the Civil Code of the Russian Federation , Federal Law N 7-FZ of January 12, 1996 "On Non-Commercial Organizations", Federal Law of July 26, 2006 N 135-FZ "On Protection of Competition", Federal Law of October 6, 1999 N 184-FZ "On General Principles of Organization of Legislative ( representative) and executive bodies state power constituent entities of the Russian Federation”, proceeded from the fact that the contested prescriptions correspond to the current legislation and do not violate the rights and legitimate interests of the applicant, taking into account the evidence by the decision of the Arbitration Court that has entered into legal force Chelyabinsk region dated 10/14/2009 in case N A76-2368914896 / 2009, by the decision of the Justice of the Peace of the court district N 1 of the Central District of the city of Chelyabinsk dated 08/29/2016, by the decision of the Central District Court of the city of Chelyabinsk dated 11/03/2016, by the decision of the Chelyabinsk Regional Court dated 02/28/2017 circumstances of impossibility at the same time giving forestries, taking into account their organizational and legal form, the functions of state authorities (federal state forest supervision) and the functions of economic entities (implementation of measures for the protection, protection, reproduction of forests).

Ruling of the Supreme Court of the Russian Federation of April 19, 2018 N 310-ES18-3993 in case N A14-15102/2016

In resolving the stated claims, the courts, guided by the provisions of paragraph 2 of Article , Articles , , , of the Civil Code of the Russian Federation, paragraphs 5, 9.1 of the constituent agreement, having established that the plaintiffs were investors in the limited partnership "Regional Development Fund" and the Company, the only general partner of this limited partnership of the partnership was the Fund for the Development of Regions LLC, which made the decision to reorganize the partnership, came to the conclusion that the plaintiffs, as contributors to CT "FRD" and the Company, did not have the right to participate in the management of the affairs of the partnership, including the right to participate in making decisions on the reorganization of the partnership, in connection with which they refused to recognize the reorganization of the partnership as not having taken place.

Ruling of the Supreme Court of the Russian Federation of April 9, 2018 N 305-ES18-2508 in case N A40-46788/2017

In accepting the appealed judicial acts, the courts were guided by the provisions of the articles, the Civil Code of the Russian Federation, the Law of the Russian Federation "On consumer cooperation (consumer societies, their unions) in the Russian Federation", the charter of the Cooperative and, having established the fact of concluding a civil law membership agreement on the acquisition of real estate with with the help of the Cooperative, under the terms of which Alieva S.V. is a contender for the provision of financing in the amount of a share equal to 55,000 settlement units for the acquisition of a room in the city of Moscow, taking into account that the final appeal ruling of the Moscow City Court dated December 22, 2016 in case No. 33-39700, the membership agreement dated 01/02/2008 between Aliyeva S.V. and the Cooperative was terminated, with Aliyeva S.V. collected in favor of the Cooperative cash in the amount of 3,446,322 rubles. 38 kopecks, and also foreclosed on the room by selling with public auction with the establishment of the initial selling price in the amount of 1,522,400 rubles, given that the defendant did not pay the value of the share within the period prescribed by law, they concluded that there were grounds for satisfying the claims.

Ruling of the Supreme Court of the Russian Federation of May 11, 2018 N 73-PEC18 in case N A03-10260/2016

The objections of the applicant, cited in the supervisory appeal, boil down to challenging the conclusion of the Judicial Board on the type of activity carried out by the organization and on the range of evidence that determines the type of activity in relation to OKVED. The applicant's references to an article of the Civil Code of the Russian Federation, the terms of the contract and the provisions of the organization's charter, indicating the right, and not the actual engagement in activities that entail the charging of an increased tariff, do not refute the conclusions of the Judicial Board to the contrary and do not indicate the existence of the provisions of Article 308.8 of the Arbitration Procedure Code of the Russian Federation grounds for review of the case by way of supervision.

Ruling of the Supreme Court of the Russian Federation of May 18, 2018 N 308-ES18-4891 in case N A32-19109/2017

Satisfying the claim, the court of first instance, supported by the courts of appeal and cassation, was guided by articles,,, of the Civil Code of the Russian Federation, the provisions of the Federal Law of 08.08.2001 N 129-FZ "On State Registration of Legal Entities and individual entrepreneurs", and proceeded from the fact that the registration authority documented the absence of the company at the declared legal address and, therefore, the information entered in the Unified State Register of Legal Entities, in terms of the location of the company, is unreliable. Due to the fact that the defendants do not appropriate measures were taken to eliminate the violations committed, including during the consideration of this case by the courts, such behavior of the defendants was regarded by the courts as gross violation provisions of the law, admitted by the company in the course of its activities.

Ruling of the Supreme Court of the Russian Federation of April 6, 2018 N 308-ES17-22466 in case N A32-921/2016

In support of the arguments of the complaint, the applicant indicates that, as a result of the municipal land control, it was established that on the land plot with the cadastral number 23:40:0414007:30 at the address: Gelendzhik, CJSC APK "Gelendzhik", in violation of articles, , Civil of the Code of the Russian Federation, the construction of an object is carried out, which, in terms of its parameters, does not correspond to the signs of individual housing construction, has the signs of an apartment building, without obtaining the necessary permits and project documentation on a land plot, the permitted use of which does not allow the construction of this object on it.

61 "On Some Issues of the Practice of Considering Disputes Related to the Authenticity of the Address of a Legal Entity", proceeded from the fact that the registering authority documented the fact that the company does not exist at the legal address declared by it and, therefore, the information entered in the Unified State Register of Legal Entities, in part the location of the company is unreliable.

Ruling of the Supreme Court of the Russian Federation of July 1, 2019 N 305-ES19-9251 in case N A40-200205/2018

After examining and evaluating the evidence presented in accordance with the rules of Article 71 of the Arbitration Procedure Code of the Russian Federation, guided by paragraph 3 of Article of the Civil Code of the Russian Federation, the provisions of the Federal Law of 08.08. Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N 61 "On the Peasant (Farm) Farm", the court of appeal, with the conclusions of which the district court agreed, changed the decision of the first instance, establishing that by the decisions of the meeting of December 2, 2002, the members of the Farm determined corporate structure of participation in a legal entity based on the inequality of the shares of members in its authorized capital, confirming the inequality of the sizes of their shares in the right of common ownership of the property of an economic entity, as well as the actual coincidence of the size of the share in the right of common ownership of the property of the economy with the size of the share in the authorized f onde attributable to each member of the economy.

Ruling of the Supreme Court of the Russian Federation of June 24, 2019 N 305-ES19-8504 in case N A40-140659/2018

Having examined and evaluated the evidence presented in accordance with the rules of Article 71 of the Arbitration Procedure Code of the Russian Federation, guided by paragraph 3 of Article of the Civil Code of the Russian Federation, the provisions of Law N 129-FZ, the explanations set forth in paragraph 4 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 N "On Certain Issues practice of resolving disputes related to the reliability of the address of a legal entity", the courts refused to satisfy the requirements, concluding that the Company was registered at the mass registration address, also noting the absence of an indication of a specific premises or room.

The Civil Code of the Russian Federation, along with the federal laws adopted in accordance with it, is the main source of civil legislation in the Russian Federation. The norms of civil law contained in other normative legal acts, cannot be contrary to the Civil Code. The Civil Code of the Russian Federation, work on which began at the end of 1992 and initially went in parallel with work on the Russian Constitution of 1993, is a consolidated law consisting of four parts. In connection with the huge amount of material that required inclusion in the Civil Code, it was decided to accept it in parts.

The first part of the Civil Code of the Russian Federation, which entered into force on January 1, 1995, (with the exception of certain provisions), includes three of the seven sections of the code (section I "General Provisions", section II "Property and other property rights", Section III "General Part of the Law of Obligations"). This part of the Civil Code of the Russian Federation contains the fundamental norms of civil law and its terminology (on the subject and general principles of civil law, the status of its subjects (individuals and legal entities)), objects of civil law ( various types property and property rights), transactions, representation, statute of limitations, ownership, as well as the general principles of the law of obligations.

The second part of the Civil Code of the Russian Federation, which is a continuation and addition to the first part, was put into effect on March 1, 1996. It is completely devoted to Section IV of the Code "Certain Types of Obligations". Based on the general principles of the new civil law of Russia, enshrined in the Constitution of 1993 and part one of the Civil Code, part two establishes a detailed system of norms on individual obligations and contracts, obligations from causing harm (torts) and unjust enrichment. In terms of its content and significance, part two of the Civil Code of the Russian Federation is a major stage in the creation of a new civil legislation of the Russian Federation.

The third part of the Civil Code of the Russian Federation includes Section V "Inheritance Law" and Section VI "International Private Law". In comparison with the legislation in force before the entry into force on March 01, 2002 of part three of the Civil Code of the Russian Federation, the rules on inheritance have undergone major changes: new forms of wills have been added, the circle of heirs has been expanded, as well as the circle of objects that can be transferred in the order of hereditary succession; introduced detailed rules relating to the protection of the inheritance and its management. Section VI of the Civil Code on regulation civil law relations, complicated by a foreign element, is a codification of the norms of international private law. This section, in particular, contains rules on qualifications legal concepts in determining the applicable law, on the application of the law of a country with a plurality of legal systems, on reciprocity, referral back, establishing the content of foreign law.

The fourth part of the Civil Code (entered into force on January 1, 2008) consists entirely of Section VII "Rights to the results of intellectual activity and means of individualization." Its structure includes general provisions - norms that apply to all types of results of intellectual activity and means of individualization or to a significant number of their types. The inclusion of norms on intellectual property rights in the Civil Code of the Russian Federation made it possible to better coordinate these norms with the general norms of civil law, as well as to unify the terminology used in the field of intellectual property. The adoption of the fourth part of the Civil Code of the Russian Federation completed the codification of domestic civil legislation.

The Civil Code of the Russian Federation has passed the test of time and extensive practice of application, however, economic offenses, often committed under the guise of civil law, have revealed the lack of completeness in the law of a number of classical civil law institutions, such as the invalidity of transactions, the creation, reorganization and liquidation of legal entities, the assignment claims and transfer of debt, collateral, etc., which necessitated the introduction of a number of systemic changes into the Civil Code of the Russian Federation. As noted by one of the initiators of such changes, the President of the Russian Federation D.A. Medvedev, “The current system needs not to be reorganized, fundamentally changed, ... but to be improved, unlocking its potential and developing implementation mechanisms. The Civil Code has already become and should remain the basis for the formation and development of civilized market relations in the state, an effective mechanism for protecting all forms of ownership, as well as the rights and legitimate interests of citizens and legal entities. The Code does not require fundamental changes, but further improvement of civil legislation is necessary ... "<1>.

On July 18, 2008, Decree of the President of the Russian Federation N 1108 "On the improvement of the Civil Code of the Russian Federation" was issued, which set the task of developing a concept for the development of the civil legislation of the Russian Federation. On October 7, 2009, the Concept was approved by the decision of the Council for the Codification and Improvement of Russian Legislation and signed by the President of the Russian Federation.

________
<1>See: Medvedev D.A. The Civil Code of Russia - its role in development market economy and the creation of a rule of law // Bulletin of civil law. 2007. N 2. V.7.

Full text of Art. 52 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2020. Legal advice on Article 52 of the Civil Code of the Russian Federation.

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

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. 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. A legal entity is formed and carries out its activities in accordance with its constituent documents. The founding document of a legal entity, including an institution, is its charter, for business partnerships - a memorandum of association. The content of the agreement is similar to the content of the charter. The absence of a constituent document in any of its manifestations is a serious violation of the current legislation.

The main requirement for constituent documents is their approval by the founder (founders):
- the charter is approved by the decision (minutes) of the meeting of founders and certified by their signatures;
- the memorandum of association must be signed by all founders who have confirmed its legality.

The change in the general provisions on the constituent documents of a legal entity is aimed at their unification, the formation of uniform requirements for the list of such documents, taking into account the characteristics of certain types of legal entities (institutions and business partnerships). The commented article also allows you to determine the place of other acts and decisions of the founders of a legal entity, adopted by them within the framework of the activities of a particular entity. The definition of the list of constituent documents to a large extent streamlines the interaction of participants in legal relations in terms of the submission of constituent and other documents binding on the counterparty. In practice, the requirement to provide copies of constituent documents is often accompanied by sending the partner the entire package of documents generated by the founders, as well as provided by the registration authority. Determining the legal status of each document is intended to streamline legal relations in terms of their documentation according to the list of documents and the moment they acquire legal force.

The charter of a legal entity may be developed on the basis of an approved standard form if available. The development of the charter is based on the requirements of the Civil Code of the Russian Federation and the law regulating this or that form of a legal entity.

The constituent documents of a legal entity must reflect:
- name indicating the organizational and legal form of the legal entity. The charter defines the abbreviated, firm and full name of the organization;
- legal address, confirmed by the owner of the premises, with the consent of which the organization is located at this address. At the initiative of the founders, information about the actual location of the subject can be entered in the Unified State Register of Legal Entities;
- the procedure for managing a legal entity - a set of governing bodies, their competence. The procedure for the formation and implementation of activities;
- other information, the composition of which may be regulated by law or a decision of the founders, for example, about the auditor of a legal entity, about documentation, about archiving documents, etc.

Information about a legal entity is subject to reflection in the charter and the Unified State Register of Legal Entities, and they must be identical and cannot differ in their content and volume from each other. The charter, as a constituent document, is formed in accordance with the decision of the founders of the organization and is the basis for reflecting the specified information in the Unified State Register of Legal Entities.

The charter of an institution must be approved by the authorized body and apply to all institutions in a particular field of activity or to all institutions of the Russian Federation. The activities of the institution can also be carried out on the basis of a single model charter.

The charter of a legal entity may reflect mandatory and optional conditions. The list of optional (additional) provisions is determined solely at the discretion of the parties.

The approval of the charter and amendments to it is carried out on the basis of the decision of the founder, but they acquire legal force only from the moment the relevant information is entered into the Unified State Register of Legal Entities. The management bodies of a legal entity are responsible for the timely submission of information to the Unified State Register of Legal Entities in the form of penalties imposed by the authorized body. This rule is valid in all cases, except for the acquisition of force by changes from the moment they are adopted, for example, when appointing the head of the organization.

2. Participants of a legal entity have the right to develop and approve other internal documents regulating the activities of a legal entity: regulations, regulations, etc. The organization uses it in its activities only on the basis of its own conviction. Their main purpose is to streamline the activities of the organization, for example, internal labor regulations, regulations on remuneration of employees, etc. If the organization develops and approves its own local documents, they must comply with the requirements of the current legislation and the charter of the organization.

3. Applicable law:
- Order of the Ministry of Economic Development of the Russian Federation No. 347 dated June 25, 2012;
- Order of the Ministry of Defense of the Russian Federation of February 28, 2012 N 420;
- Decree of the Government of the Russian Federation of 06.06.2012 N 558.

4. Arbitrage practice:
- Decision of the Oktyabrsky District Court of Kirov dated May 6, 2014 in case No. 2-1530/2014.

Consultations and comments of lawyers on Article 52 of the Civil Code of the Russian Federation

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New edition Art. 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.

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

On the basis of the charter alone, for example, a joint-stock company operates, production cooperative, unitary enterprise, public organization (association).

A limited liability company, an additional liability company, an association or a union operate on the basis of the charter and memorandum of association.

On the basis of the memorandum of association only, a general partnership, a limited partnership operate.

A state corporation operates without constituent documents, since the law providing for the creation of a state corporation must determine the name of the state corporation, the goals of its activities, its location, the procedure for managing its activities (including the governing bodies of the state corporation and the procedure for their formation, the procedure for appointing officials state corporation and their release), the procedure for reorganization and liquidation of a state corporation and the procedure for using the property of a state corporation in the event of its liquidation.

The founding documents for institutions are the owner's decision to establish the institution and the charter approved by the owner.

Non-profit partnerships and autonomous non-profit organizations must have a charter, which is their main founding document. However, the founders (participants) of non-profit partnerships, as well as autonomous non-profit organizations, have the right to conclude a memorandum of association.

Another commentary on Art. 52 of the Civil Code of the Russian Federation

1. Constituent documents determine the legal status of a legal entity. At the same time, the constituent documents are the documents on the basis of which this organization is established (created and registered) and operates.

Paragraph 1 of the commented article indicates three types of constituent documents: the charter, the memorandum of association and general position about organizations of this type. Legal entities act either on the basis of one of these documents, or on the basis of two documents - the charter and the memorandum of association.

The law establishes that general partnerships (Article 70 of the Civil Code of the Russian Federation) and limited partnerships (Article 83 of the Civil Code of the Russian Federation) operate on the basis of the constituent agreement; limited and additional liability companies (Articles 89, 95 of the Civil Code of the Russian Federation), associations of legal entities (Article 122 of the Civil Code of the Russian Federation) operate on the basis of the charter and the memorandum of association; on the basis of the charter - joint-stock companies (Article 98 of the Civil Code of the Russian Federation), limited and additional liability companies created by one person (Articles 89, 95 of the Civil Code of the Russian Federation), production and consumer cooperatives(Articles 108, 116 of the Civil Code of the Russian Federation), state and municipal unitary enterprises(Article 113 of the Civil Code of the Russian Federation), funds (Article 118 of the Civil Code of the Russian Federation), public organizations(associations), non-profit partnerships, autonomous non-profit organizations, institutions (Article 14 of the Law on Non-Profit Organizations).

When creating a joint-stock company, the founders in accordance with Art. 98 of the Civil Code, they conclude an agreement on the creation of a company, which is not a memorandum of association, but a type of agreement on joint activities (Article 1041 of the Civil Code of the Russian Federation).

In accordance with Art. 14 of the Law on Non-Commercial Organizations, the founders (participants) of a non-commercial partnership or an autonomous non-commercial organization are also entitled to conclude a memorandum of association.

2. Clause 2 of the commented article contains requirements for the content of constituent documents. Such requirements are imperative for all legal entities, regardless of their organizational and legal form.

The constituent documents of the organization must include information about the name, location, management bodies of the legal entity. With regard to certain types of legal entities, this list can be specified by the Civil Code and special laws on these organizations (see, for example, paragraph 2 of article 70 of the Civil Code regarding general partnerships, paragraph 3 of article 98 of the Civil Code regarding joint-stock companies).

The law does not prohibit the inclusion in the constituent documents of other provisions that are not provided for current legislation RF, provided that they do not contradict it.

According to Art. 7.1 of the Law on Non-Commercial Organizations, a state corporation is created on the basis of a law that replaces all constituent documents for it.

3. The constituent documents of a legal entity may be amended in the manner prescribed by law or by these documents themselves. As a rule, these changes are made by the supreme body of a legal entity (in relation to business companies) or its founders (in relation to institutions). In some cases, it is possible to make changes to the constituent documents only on the basis of a court decision (clause 2 of article 72 of the Civil Code - in relation to general partnerships, clause 1 of article 119 of the Civil Code - in relation to funds).

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

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

Judicial practice under Article 52 of the Civil Code of the Russian Federation

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

Consultations and comments of lawyers on Article 52 of the Civil Code of the Russian Federation

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

Another commentary on Art. 52 of the Civil Code of the Russian Federation

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