Civil Code, N 51-FZ | Art. 52 of the Civil Code of the Russian Federation

Article 52 of the Civil Code of the Russian Federation. Constituent documents of legal entities (current version)

1. Legal entities, except business partnerships and state corporations, 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.

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.

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 a 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. 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.

5. 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 founding documents legal entities become effective for third parties from the moment state registration constituent documents, and in cases established by law, from the moment of notification of the body carrying out state registration 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.

• BB code
• Text

Document URL [copy ]

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:

• Decision of the Supreme Court: Definition N APL16-79, Board of Appeal, appeal

  The presented decisions of the conferences of the Movement on the election of members of the presidium (minutes of the conferences of April 6 and December 26, 2013, March 4, 2014 and May 27, 2015) do not allow determining the specific composition of the Presidium of the Movement, which violates paragraph 4 of Article 52 of the Civil Code Russian Federation, paragraph 3 of Article 14 of Federal Law No. 7-FZ, Article 18 of Federal Law No. 82-FZ and paragraph 5.6.6 of the Charter ...

• Decision of the Supreme Court: Ruling N 304-ES16-14865, Judicial Collegium for Economic Disputes, cassation

  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 Articles 15, 53, 52, 63, 393 of the Civil Code, the provisions of paragraph 3 of Article 20 of the Federal Law “On State Registration of Legal Entities and individual entrepreneurs”and the explanations set out in paragraphs 1, 4, 12 of the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 62 “On Certain Issues of Compensation for Damages by Persons Members of the Bodies of a Legal Entity”, the court dismissed the claim, concluding that the necessary set of conditions for the recovery of damages was not proved ...

• Decision of the Supreme Court: Ruling N 306-KG15-1665, Judicial Collegium for Economic Disputes, cassation

  When considering this dispute, the courts, having evaluated the evidence presented by the parties in aggregate and interrelation, guided by the provisions tax code of the Russian Federation, Articles 48 and 52 of the Civil Code of the Russian Federation, as well as the legal position set forth in the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of October 12, 2006 No. 53 “On the assessment by arbitration courts of the validity of the receipt of tax benefits by the taxpayer”, came to the conclusion about the unlawful additional charge to the company taxes, penalties and sanctions common system taxation...

+More...

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 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.

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.

5. 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 memorandum of association 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-profit 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. Yes, separate non-profit organizations and only in cases provided for by law, they 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-profit 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-profit 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 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 determine 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), the 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 Companies with limited liability, paragraph 6 of Art. 5 of the Law on Joint Stock Companies, clause 5 of Art. 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

Considering 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 , , , of the Civil Code of the Russian Federation, Article 9 of the Federal Law of December 6, 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 the 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 of state power of the constituent entities of the Russian Federation", proceeded from the fact that the contested orders comply with 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 of the Chelyabinsk Region of October 14, 2009 in case No. A76 that has entered into force -2368914896 / 2009, by the decision of the Magistrate 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 November 3, 2016, by the decision of the Chelyabinsk Regional Court dated February 28, 2017, the circumstances of the impossibility of simultaneously allocating 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 to protect, protect , reforestation).

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 LLC "Regional Development Fund", 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 the help of the Cooperative, under the terms of which Aliyeva S.V. is a contender for the provision of financing in the amount of a share equal to 55,000 conventional units for the purchase of a room on the territory of the city of Moscow, taking into account that the appeal ruling of the Moscow City Court of December 22, 2016 in case N 33-39700, which entered into force, the membership agreement of January 2, 2008 between Aliyeva S.V. and the Cooperative was terminated, with Aliyeva S.V. in favor of the Cooperative recovered cash in the amount of 3,446,322 rubles. 38 kopecks, and also foreclosed on the room by selling at a public auction with an initial selling price 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 satisfaction 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 the 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 that the registration authority has documented the absence of the company according to the 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 did not take appropriate measures to eliminate the violations committed, including during the period of consideration of this case by the courts, such behavior of the defendants was regarded by the courts as a gross violation of the provisions of the law committed 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 found that on a land plot with cadastral number 23:40:0414007:30 at the address: Gelendzhik, CJSC APK "Gelendzhik", in violation of the articles, , of the Civil Code of the Russian Federation, the construction of an object is being carried out, which in its parameters does not correspond to the signs of individual housing construction, has 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 registration 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

Having examined and assessed 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 08.08.2001 N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs", taking into account the explanations set forth in paragraph 4 Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 N 61 "On the Peasant (Farm) Economy", 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 Economy determined corporate structure 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 capital, per member of the household.

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

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 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 address of mass registration, also noting the absence of an indication of a specific premises or room.

Civil Code of the Russian Federation Article 52. Constituent documents of legal entities

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.

(see text in previous edition)

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.

(see text in previous edition)

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.

(see text in previous edition)

5. 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.

New edition Art. 52 of the Civil Code of the Russian Federation

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 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.

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.

5. 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

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.

Acts without constituent documents state corporation, since the law providing for the creation of a state corporation should determine the name of the state corporation, the objectives 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 define legal status 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 the general regulation on 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), foundations (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).

While creating joint-stock company 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-profit organizations founders (participants) non-profit partnership or an autonomous non-profit organization may also 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.

In the constituent documents of the organization in without fail includes information about the name, location, management bodies of the legal entity. For certain types of legal entities, this list can be specified by the Civil Code and special laws about 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 by the current legislation of the Russian Federation, 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).

• Up

Official text:

Article 52. Constituent documents of legal entities

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

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.

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.

5. 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.

Lawyer's comment:

Constituent documents are documents on the basis of which, in accordance with the law, legal entities are registered and operate. The provisions of constituent documents are obligatory for a legal entity in relations with its founders (participants) and third parties. The law names three types of founding documents: memorandum of association, charter, general provision on organizations of this type. Legal entities act either on the basis of one of the named types of constituent documents, or on the basis of two documents - both the constituent agreement and the charter.

In cases stipulated by law, a non-profit organization may act on the basis of the general regulation on organizations of this type. In particular, the primary trade union organizations may act on the basis of the general provision on the primary trade union organization, approved at the congress (conference) of the relevant trade union (Articles 3 and 8 of the Law on Trade Unions).

The constituent documents of a legal entity must contain a minimum of conditions specified by law ( the necessary conditions). Paragraph 2 of this article establishes a list of conditions to be included in the constituent documents (charter, memorandum of association) of all legal entities (name, location, procedure for managing the activities of a legal entity, etc.). Applied to certain types legal entities, this list is specified and supplemented by the relevant articles of the Civil Code of the Russian Federation and special laws on these legal entities.

The constituent documents of legal entities that have special legal capacity in accordance with the law (non-profit organizations, unitary enterprises, banks, insurance organizations, stock exchanges, etc.) must define the subject and goals of the legal entity's activities. The founders (participants) of a commercial organization have the right to indicate in its constituent documents the subject and objectives of the activity, even in cases where this is not mandatory by law. In this case, the subject should be understood as the types of activities carried out by a legal entity (trade, construction, banking, etc.). The purpose of the activity is to achieve a certain result, there are commercial and non-commercial (charitable, educational, religious, consumer, etc.) goals.

The memorandum of association regulates the creation of a legal entity and the relationship of the founders with each other and with the legal entity for the period of its existence. He must answer general requirements presented by the Civil Code to contracts and transactions (including the rules on the grounds for declaring transactions invalid), as well as reflect the features provided by law for this contract as a constituent document of a legal entity of the corresponding organizational and legal form.

Paragraph 3 of this article concerns the issue of legal binding of changes made to the constituent documents for a legal entity and its founders (participants) in their relations with third parties. By general rule changes in constituent documents become effective for third parties from the moment of their state registration. The law may establish cases when changes of a certain type become effective for third parties not from the moment of registration, but from the moment of notification of the state registration authority about such changes.

At the same time, legal entities and their founders (participants) are not entitled to refer to the absence of changes made to the constituent documents in relations with third parties acting subject to these changes. In particular, this rule hinders the satisfaction of the requirements of the founders (participants) to invalidate the transactions of a legal entity concluded with third parties, due to the lack of state registration of the relevant changes.