Legal status of state corporations in the Russian Federation. Public status of state corporations Similarities between a public company and a state corporation

Agapov Andrey Borisovich - Doctor of Law, Professor of the Moscow State Law Academy, member of the Academic Council of the Center for Public Law Research.

State corporations are special public non-profit organizations endowed with significant property powers. Public status of state corporations<1>due to their special relations with executive authorities and other public bodies.

The most important legal prerequisite for the creation of a state corporation is its implementation of socially significant activities in the areas social policy, rendering public services(for example, medical, educational services), financial and banking activities that meet the needs of the state. The content of priority national activities, for the purposes of which a state corporation is created, is determined by federal law.

The special status of a corporation is predetermined by its legal status; Of all forms of non-profit organizations, only state corporations and autonomous institutions are established by the state - the Russian Federation<1>. Let's consider the most important components of the public status of corporations. As already mentioned, in the field of legal regulation, the status of corporations is established by federal laws, however, it is necessary to take into account the following features of the status of such federal laws: statutory federal laws determine the competence and organizational and legal forms of activity of corporations<2>. In relation to each of them, a statutory federal law is adopted, establishing its functions and powers, types of legal relations with executive authorities, and the property status of the corporation. Statutory federal law always dominates the system of federal laws regulating the activities of corporations: in the event of conflicts between its regulations and the requirements of other federal laws, the statutory federal law is subject to application, which establishes when and in what cases other federal laws can be applied<3>. In cases established by statutory federal law, the organizational forms of activity of a state corporation may be determined by a special federal law in force along with the statutory federal law. Special federal laws may establish, for example, the procedure for using the property of a state corporation during its reorganization or liquidation, the timing of these organizational measures<4>.

The application of federal legislation on banks and banking activities to the Development Bank is possible only in cases established by Part 2, Part 3 of Art. 4 of the Federal Law "On the Development Bank".

Ordinary federal laws define the basis for the public status of a state corporation as a whole as a form of non-profit organization. At the same time, individual elements of their status are not regulated, for example, the name of the corporation’s management bodies and their competence can only be established by statutory federal law.

The scope of application of ordinary federal laws is limited by certain regulations, for example, the basis for the public status of state corporations is determined by Art. 7.1 of the Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations” (as amended by the Federal Law of July 8, 1999 N 140-FZ). Ordinary federal laws apply in areas established by statutory federal laws, for example, paragraph 3 of Art. 17 of the Federal Law of May 12, 2007 N 82-FZ "On the Development Bank" provides that the state registration of the Development Bank as a special type of state corporation is regulated by the Federal Law of August 8, 2001 N 129-FZ "On state registration legal entities and individual entrepreneurs". Thus, in relation to the specified state corporation, it is possible to use the provisions of ordinary federal law.

By-laws regulating the activities of state corporations mainly include decrees of the Government of the Russian Federation<1>. Regulatory legal acts of federal executive authorities are applied only in cases specifically provided for by the federal laws under consideration, decrees of the President of the Russian Federation or decrees of the Government of the Russian Federation.

For state corporations, a special procedure has been established for relations with executive authorities and other public bodies. Let us consider in more detail the forms of interaction between corporations and public bodies in the administrative, organizational and property spheres.

Interaction between corporations and public bodies in the administrative sphere arises at the time of completion of organizational activities related to the establishment of corporations. Such measures include the making of a property contribution by a public body in the form of real estate, public financial resources, technical support. The public property contribution forms the basis of the corporation's authorized capital. At subsequent stages of activity, i.e. after the completion of all activities related to the establishment of the corporation, the basis of its property status is the income received from the implementation of its statutory activities in managing public finances, implementing investment projects and other socially significant functions. By general rule the completion of the above organizational measures is determined by the termination of public procedures, which include the state registration of the corporation as a legal entity and the subsequent formation of its governing bodies. Statutory federal law may establish other public procedures, in the implementation of which the corporation is fully vested with the powers of a state non-profit organization<1>. Registration procedures associated with the creation of corporations as a public legal entity precede other organizational measures (for example, the formation of its sole and collegial management bodies); registration procedures are carried out by the Federal Registration Service and are completed at the time of issuance of the state registration certificate<2>.

Thus, the state corporation exercises its powers as a subject of public relations at the time of initiation of registration relations, however, the corporation is vested with property and other powers in full after completion of all public procedures determined by statutory federal law<1>.

Organizational procedures take place at the stage of formation of the governing bodies of a state corporation; their competence is determined by statutory federal law. The types of governing bodies of a corporation are determined by its purpose, however, some unified features can be noted for all state corporations. Executive authorities or other public bodies establish the forms of their representation in the collegial management bodies of the corporation - in the supervisory board, board or other bodies determined by federal law. The status of a corporation, unlike other types of non-profit organizations, is established by federal law, acts of executive authorities and other public bodies. Requirements of Art. 52 of the Civil Code of the Russian Federation on the adoption of the charter as a special constituent document do not apply in this case<1>.

The tasks, functions and powers of collegial bodies are established by regulations and other internal regulations approved by such bodies<1>. The procedure for convening and holding meetings of collegial bodies, as well as the procedure for making decisions by them, are determined by regulations; these normative legal acts are applied for the purpose of regulating the intra-organizational activities of the corporation and do not relate to the constituent documents<2>. The public interests of the state always dominate in decisions made by the collegial management body of the corporation.

The state, through its representatives in collegial bodies, controls the activities of the chairman or other senior official of the corporation. The procedure for appointing and dismissing the chairman of a corporation is determined by federal law. In relation to the Development Bank, the relevant powers are assigned to the head of state. The chairman of the corporation is its sole executive body; in his activities he is guided by the decisions of the collegial bodies. The procedure for relations between the chairman of the corporation and the relevant collegial body is determined by the regulations on the supervisory board or other internal acts of the corporation, which establish the responsibility of the chairman of the corporation<1>.

Thus, the chairman of the corporation is controlled and accountable to the collegial body and is obliged to implement the decisions made by him. In this way, the public interests of the state, represented in the corporation by officials of executive authorities who are members of the supervisory board (board of directors), and the board of the state corporation are realized. National interests always dominate over corporate interests, this is confirmed by the dominant role of the supervisory board (board of directors) of a state corporation in the system of its governing bodies: it is the boards, as special collegial bodies, which include representatives of public bodies, who always make up the majority of board members, that determine the policy of everyday life. activities of the board<1>.

National interests determine the property status of a corporation. All state corporations, in accordance with the status of a non-profit organization, carry out activities for its intended purpose - in the forms established by the federal law on the creation of a state corporation<1>. The state vests corporations with special property rights and obligations; such relations are determined by the policy of state protectionism. Public patronage of the activities of corporations involves the transfer of certain state powers to them, as well as the provision of special benefits and advantages that other participants do not have commercial activities. The interests of the Russian Federation in relations with state corporations are represented by the Government of the Russian Federation, federal executive authorities, the Bank of Russia, other public bodies and their officials.

Corporations are delegated certain public powers in the forms and scope established by statutory federal law. For example, The Development Bank has the right to provide state guarantees to Russian and foreign commercial organizations (including banks), along with them, the Development Bank issues its own bank guarantees to participants in foreign trade activities<1>. The Development Bank acts on behalf of the Russian Federation in interstate financial relations, in particular in relations conditioned by the provision foreign state credits and loans of the Russian Federation, and makes settlements on such credits and loans on behalf of the Russian Federation<2>.

Relations between public bodies and corporations are built on the principle of public-private partnership, according to which the corporation recognizes the dominant role of national interests in relations with the public body. The corporation participates in the implementation of federal targeted programs and state investment programs (including foreign economic ones), guided primarily by the public interests of the state along with corporate interests<1>. In regulating the property powers of a corporation, regulatory legal acts of the Government of the Russian Federation are of particular importance. For example, in relation to one of the largest state corporations - the Development Bank The Government of the Russian Federation approves the main directions and indicators of investment and financial activities <2>.

State protectionist policy is determined by the importance of corporations in social priority areas. In relation to the Development Bank - one of the largest banks in the Russian Federation in terms of capitalization - the state assumes special property obligations. The Government of the Russian Federation, being the guarantor of the property stability of the state corporation, has the right to decide to increase the property contribution from the federal budget or to provide the Development Bank with other public property (for example, real estate)<1>. The property contribution can be increased by providing the corporation with more than just traditional property assets. This capacity may also include special property rights and obligations, including claims, debts, and payment obligations. The public property alienated in this case is property complexes, movable and immovable property of federal government agencies and other property objects in federal ownership<2>. Thus, property relations between the state and the corporation arise at the moment of formation of its authorized capital; they are lasting, stable and sustainable throughout the life of the corporation. Acting as one of the types of non-profit institutions, a corporation is an extraordinary subject of private law relations. Corporations can be created in the form of banks, agencies<3>, in some cases they may be vested with the powers of federal unitary enterprises and act in business activities as a public commercial organization<4>. In any case, the status of a corporation is established by a special federal law, which gives it not only special property powers, but also special public rights in relations with executive authorities and other government bodies. For example, the Development Bank corporation is a special credit organization, its powers in the field of banking activities are determined by special federal laws and, in any case, differ from the property powers of commercial banks, to which banking legislation applies without restrictions<5>.

Thus, state corporations exercise their powers with the consent or with the direct participation of executive authorities. The following main areas of relationship between corporations and public bodies can be distinguished:

• when implementing licensing and permitting rules, licensee corporations are required to comply with the requirements established by the licensing body, in particular when such body carries out licensing control activities<1>. In accordance with the status of a corporation established by federal law, it is subject to general requirements, defined by federal licensing legislation, or special requirements established by federal law are applied to the corporation. For example, The Development Bank carries out banking operations in accordance with the Federal Law "On the Development Bank", general licensing requirements established by Art. 13 of the Federal Law “On Banks and Banking Activities” do not apply in this case;

• in the field of commercial activities, the powers of a state corporation are limited in the interests of meeting national needs. The profits of a state corporation can be used in agreement with a public body established by federal law. As a rule, such profits can be used with the consent of the supervisory board or other collegial body representing the interests of the state<1>.

The state corporation exercises its powers based on a combination of intra-organizational and external forms of management. The actual corporate forms of governance include legal acts adopted by collegial bodies - the supervisory board, the board and other collegial bodies, for example internal financial control- audit commission, internal control service, internal audit service<1>. Collegial bodies adopt resolutions, decisions and other legal acts provided for by the internal regulations of the relevant corporation. Acts adopted by a special body for public representation of the interests of the Russian Federation - the supervisory board, the board of directors - dominate the system of corporate legal acts. Such acts approve decisions of the board or the sole executive body if they provide for a change in the property status of the corporation. The body of public representation approves regulations on the structural divisions of the corporation’s apparatus, regulations on branches and representative offices and other statutory acts developed by the board of the corporation<2>. Statutory acts adopted in these cases are intended for repeated application, are mandatory for execution by all employees of the corporation and meet other criteria for regulatory legal acts, however, unlike them, the statutory acts of a corporation are subject to application only in the system of governing bodies created by it.

The status and competence of special collegial management bodies are determined by the purpose of the state corporation established by federal law. In accordance with the Federal Law of July 19, 2007 N 139-FZ "On the Russian Nanotechnology Corporation", the creation of audit commissions is provided - a special body of internal financial control, operating along with an external audit organization, which is responsible for the audit accounting and financial statements of the corporation (including control over the reliability of the relevant financial indicators). On the relationship between the powers of internal and external financial control, see Parts 2, 3 of Art. 8, art. 18 of the Federal Law "On the Russian Nanotechnology Corporation".

The creation of special internal financial control bodies may not be provided for in other corporations (see Articles 12, 13 of the Federal Law of July 21, 2007 N 185-FZ “On the Fund for Assistance to the Reform of Housing and Communal Services”).

Sole executive body of the corporation ( general manager, chairman, etc.) accepts orders and instructions. Their legal force is determined by the hierarchy and subordination of the executive body in the system of corporate governance bodies: such acts are adopted in accordance with the decisions of the collegial body and cannot contradict them. To methods management activities a sole body, in addition to the adoption of acts, also includes representation of the interests of the corporation in making transactions. Transactions made by the executive body on behalf of the corporation, entailing a change in its property status, are subject to approval by the supervisory board or other body of public representation (these include the so-called major transactions, the criteria of which are established by federal law, and in cases directly provided for by it - also by by-law<1>). The chairman (CEO) of a corporation is its highest officer and heads the board of the corporation.

Internal financial control bodies (audit commission, internal audit service, internal control service) provide internal audit in the corporation and are subordinate to the body of public representation (supervisory board, board of directors, etc.), to which they are accountable<1>. Internal financial control is carried out independently of external audit carried out by an audit organization independent of the corporation. Acts of internal financial control bodies are determined by the content of their control powers, for example, such bodies make decisions to conduct extraordinary inspections of financial and economic activities. Conclusions adopted by the internal financial control body based on the results of the audit are sent to a higher body - the supervisory board, board of directors<2>.

Legal acts represent one of the main forms of external management of a corporation. Such acts are the most important method of regulating the relationship of a corporation with general and special control bodies, executive authorities, other public bodies, as well as with an independent audit organization.

Corporation status excludes government intervention state power in her economic activity, except for cases directly specified in the federal law on the creation of a corporation<1>. The legislation regulates the following cases of direct public interference in the activities of state corporations.

In the area of ​​personnel policy, the Government of the Russian Federation has the authority to form a special body of public representation (supervisory board, board of directors, etc.). The Government of the Russian Federation appoints and dismisses officials who are members of such a body. The Government of the Russian Federation dominates the activities of the public representation body, determining the status of all persons included in its composition (for example, in the case of the supervisory board of the Development Bank<1>), or is guided by the quota of its participation in the formation of such a body. For example, in the supervisory boards created in the Russian Nanotechnology Corporation, in the Fund for Assistance to the Reform of Housing and Communal Services and in the board of directors of the Deposit Insurance Agency, the Government of the Russian Federation participates in the formation of such bodies on a parity basis in accordance with the quotas of its representation determined by the relevant statutory law<2>. In these cases, the Government of the Russian Federation appoints members of the supervisory board along with the President of the Russian Federation, the chambers of the Federal Assembly and other public bodies (for example, the Bank of Russia, the Public Chamber of the Russian Federation<3>).

The most significant public intervention is in the area property relations. When carrying out commercial activities, state corporations have the right to spend profits for their intended purpose - in accordance with the social priority areas established by the federal law on the creation of the corporation.

The body of public representation (supervisory board, board of directors, etc.) determines the basis for the investment and financial activities of the corporation, including authorizing large property transactions<1>. Thus, a corporation, when carrying out business activities, does not have the right to invest funds, guided by the mechanism market conditions- national public needs always dominate over corporate interests. The objects of investment of the profits received by the corporation are directly specified by the federal law on its creation, and in some cases the use of profits is provided only in accordance with the national interests<2>. State corporations, the purpose of which is to finance social-priority projects for the development of industry, applied science or sectors of housing and communal services, ensure control over the targeted expenditure of funds, and if violations are detected, they have the right to suspend funding, while the violator is sent a proposal to eliminate the identified violations<3>. Failure to complete the submission or its improper implementation (for example, if the deadlines specified in it are violated) entails termination of funding<4>.

State corporations, like other commercial entities, have responsibilities arising from the implementation of public control measures. Corporations are required to comply with the requirements of officials when conducting environmental, licensing, sanitary, tax, customs control. In particular, they are obliged to provide documented information at the request of regulatory authorities when conducting desk inspections or to ensure access for officials of such authorities to office premises when conducting on-site inspections. State corporations are subject to financial control only in cases directly established by law, in particular, this is provided for when conducting external audits and control over the financing of investment projects. Since corporations are the recipients budget funds, when forming their authorized capital, as well as when allocating additional public funds to them (for example, in the form of an additional property contribution), they are required to fulfill information and other duties determined by the Accounts Chamber of the Russian Federation budget control. All corporations are required to comply with the requirements when implementing investment projects, as well as when concluding transactions in cases established by federal legislation on combating money laundering and the financing of terrorism.

Public control over the activities of state corporations involves the implementation of internal control measures carried out at the initiative of the corporate body, and external control measures assigned to the authority of the executive authority or other public body. Activities related to the implementation of internal financial control include ensuring internal audit, i.e. verification of compliance by structural divisions of the state corporation with the rules of accounting and financial (accounting) reporting. Internal financial control is not limited to conducting an audit; its subject is the verification of the financial and economic activities of the corporation as a whole. Unlike an audit, an audit also affects legal obligations relations and provides for control over the conclusion of transactions, the implementation of investment and other types of property activities involving the use of funds or the disposal of real estate.

Internal financial control activities are always carried out at the initiative of the relevant corporate body - the supervisory board (board of directors) or a control body subordinate to it (internal audit services, audit commissions and others). In contrast to such measures, inspections of the financial and economic activities of a corporation may be subject to a decision of a special public body. Special divisions of the corporation that provide internal control are created for the purpose of checking the use of budget funds, and in these cases, control measures are carried out on the initiative of the Accounts Chamber of the Russian Federation or the Federal Service for Financial and Budgetary Supervision, which is under the jurisdiction of the Ministry of Finance of Russia. In relation to the Development Bank and other corporations engaged in banking activities, internal control measures are initiated by the Bank of Russia, the procedure for its implementation is established by regulatory legal acts of the Bank of Russia.

Internal financial control is carried out in the central offices of corporations, in their branches and representative offices (including those created abroad) by the corporation’s management body or special structural units - internal control (audit) services, audit commissions subordinate to the public representative body - the supervisory board, the board of directors. . Such a body directly controls the investment activities of corporate collegial bodies (boards, etc.), as well as their officials. He has the right, for example, to reject the decision to conclude major deal, adopted by an officer of the corporation. The public representative body carries out internal financial control directly or carries out control activities in indirect forms, for example, in cases where the internal audit service conducts an unscheduled audit of accounting records on behalf of the supervisory board.

A special form of internal control is checking the corporation’s compliance with the requirements established by federal legislation on combating the legalization of proceeds from crime. The internal control activities carried out by the corporation in these cases include the presentation Federal service on financial monitoring (FSFM) of documented information on transactions with financial assets and other property in accordance with the above legislation. The relevant information applies to confidential information and are presented by the corporation regardless of the FSFM request. As a rule, information on corporate financial activities that meets the criteria established by federal legislation is submitted to the FSFM immediately after the conclusion of a property transaction or in other cases, for example, if the corporation has information about the possible illegality of the property transaction. Thus, internal financial control activities carried out in these cases include not only the provision of documented information, but also the implementation by the corporation of preventive measures to prevent or suppress illegal activities. For these purposes, corporations create special structural divisions, hire specialists who meet established qualification requirements, acquire appropriate means of material and technical support, and carry out other actions related to the expenditure of corporate finances.

These internal financial control measures apply to state corporations created in the form of credit or insurance organizations (for example, the Development Bank or the Deposit Insurance Agency) that provide intermediary services in the purchase and sale of real estate or accept cash from individuals<1>. It is these legal prerequisites for internal control that are among the most common, since statutory federal laws on state corporations provide for their receipt of voluntary property contributions and donations as one of the significant sources of formation of corporate property<2>or, in any case, do not exclude the fact of their receipt when this is not directly provided for by the relevant statutory federal law<3>.

Along with internal financial control measures carried out by the corporation in cases provided for by federal legislation on combating the legalization of proceeds from crime, external financial control measures are also provided, including conducting on-site and desk audits of the corporation’s compliance with internal financial control obligations. External financial control is carried out by federal executive authorities in accordance with their competence or directly by the FSFM or its territorial body <1>. External financial control is a private type of external control assigned to the jurisdiction of federal executive authorities or carried out by law enforcement or special public bodies - the Bank of Russia and the Accounts Chamber of the Russian Federation.

Thus, state control is carried out on the basis of a combination of external public control measures assigned to licensing, customs and other law enforcement agencies, as well as internal control measures carried out by the supervisory board or other body of public representation of state interests created in the corporation.

The legal prerequisite for holding a corporation legally liable is the commission of an offense as a legal entity or the commission of an offense by a managing officer of the corporation. In relation to such offenses, it is customary to distinguish between corporate and individual measures of public liability, respectively.

Measures provided for by the Code of Administrative Offenses of the Russian Federation, budget and tax legislation may be taken against a state corporation that violates the requirements established by law. Corporate liability measures applied to a violating legal entity include administrative penalties, budgetary or tax sanctions. The most common types of corporate sanctions include monetary penalties in the form of administrative fines, applied when committing administrative offenses, or in the form of tax sanctions, applied in cases established by Chapter. 16, 18 of the Tax Code of the Russian Federation, or in the form of budgetary sanctions provided for in Art. 282 BC RF.

Corporate liability in cases provided for by tax and budget legislation applies to a legal entity fulfilling established fiscal or budgetary responsibilities. In content, such obligations are always conditioned by the payment of a public payment or the targeted expenditure of public finances (i.e., they are financial obligations). Corporate liability measures applied to a legal entity due to administrative offense, may be due not only to the corporation’s failure to comply financial responsibilities or their improper execution, but also by the fact that state corporations are obliged to comply with information obligations related to the implementation of public control measures carried out by tax, customs authorities, FSFM authorities or other law enforcement agencies. Failure to fulfill information obligations in these cases is qualified under Art. 19.7 of the Code of Administrative Offenses of the Russian Federation, and in relation to special types of documented information - according to Part 1, Part 2 of Art. 19.7.1, art. Art. 19.7.2 and 19.8 Code of Administrative Offenses of the Russian Federation. Failure by the corporation to fulfill information obligations established by the legislation on combating money laundering and the financing of terrorism is qualified under Art. 15.27 Code of Administrative Offenses of the Russian Federation<1>.

Corporate responsibility may also be determined by the organizational and legal form of a state corporation. Corporations established in the form of banks are charged with administrative offenses established by Art. 15.26 Code of Administrative Offenses of the Russian Federation, or tax offenses provided for in Art. Art. 132 - 135.1 Tax Code of the Russian Federation. In the above cases, corporate liability arises as a result of failure to fulfill an information obligation to a specific regulatory body, and in relation to Art. 15.27 Code of Administrative Offenses of the Russian Federation - before the FSFM. Such obligations are established by federal laws, and in cases directly provided for by them, also by departmental regulatory legal acts (for example, acts of the Federal Financial Markets Service), and in relation to banking organizations - normative act Bank of Russia (see Article 15.26 of the Code of Administrative Offenses of the Russian Federation).

State corporations belong to special public non-profit organizations; unlike other legal entities, a civil sanction in the form of liquidation of the organization by a court decision cannot be applied to them in accordance with the rules established by paragraph. 2 p. 2 art. 61 Civil Code of the Russian Federation. The rules established by Art. also do not apply to the liquidation procedure of a state corporation. 65 of the Civil Code of the Russian Federation and other federal legislation on insolvency (bankruptcy).

The liquidation of a corporation and its procedure are determined not by civil law, but exclusively by public prerequisites established by federal law. Thus, the liquidation procedure is determined by a special federal law that operates along with the statutory law on the formation of a corporation. The legal prerequisites for the liquidation of a corporation are determined in statutory federal law in cases where corporations are created to carry out socially priority activities limited by the period established by such law, after which the powers of the corporation are terminated and the procedure for its liquidation comes into force<1>. In relation to state corporations operating on a permanent basis, the liquidation procedure is determined by a special federal law.

The use of coercive measures is usually conditioned by the commission of an offense, but such measures can be used to prevent or investigate an offense. The initiation of cases of administrative offenses, for example in the cases of failure of a corporation to fulfill information obligations discussed above, is a legal prerequisite for the application of administrative measures in the form of inspection of corporate office premises and seizure of things and documents discovered during the inspection (see Articles 28.7, 29.10 of the Code of Administrative Offenses of the Russian Federation). Such measures are applied at the procedural stages of proof and can be applied to a bona fide organization whose guilt will not be established when considering a case of an administrative offense.

Individual liability of officials of a state corporation occurs regardless of the holding of the offending organization to public liability. Thus, in relation to the same offense, signs of a corporate and individual offense can be simultaneously identified, which can be imputed to the offending organization and its executive officer. Individual public responsibility includes local, disciplinary and administrative responsibility. The differences in types of liability are determined primarily by the status of the legal act. Local responsibility is established by the federal law on the establishment of a corporation and internal (local) regulatory legal acts adopted in accordance with it by the corporate collegial body. Such acts include provisions on the management bodies of the corporation, adopted by the supervisory board (board of directors) or other body of public representation. The regulations establish the types of sanctions applicable to the sole executive body - the chairman, general director or other senior corporate officer<1>. Such a person acts solely in corporate interests. Any management decision adopted by such a person (issuing a legal act, concluding a transaction, etc.) is determined by corporate needs that dominate the personal interest of the relevant manager<2>. If a conflict of interest arises, the head of the corporation is obliged to notify the relevant collegial body of the corporation (in accordance with the regulations on such a body) before making a decision on the merits.

One of the types of liability of the highest official of a corporation is the early termination of his powers. In addition to the provisions on the management bodies of the corporation and the provisions on the structural divisions of such bodies, the corporation adopts other local regulations that establish the rules of conduct for its employees (internal regulations and others). Failure by a corporation employee to comply with such rules is classified as a disciplinary offense and entails the application of disciplinary sanctions in the form of a reprimand, reprimand or dismissal. The application of other types of penalties, in addition to the three mentioned, is possible only in cases provided for by the federal law on the establishment of a state corporation. The disciplinary liability of corporation employees is determined by the above local regulations, however, the rules established by them do not apply to officials who are members of the supervisory board, board of directors and other public representation body, in cases where such persons are government employees. The rules of disciplinary proceedings established by the Federal Law of July 27, 2004 N 79-FZ “On State civil service Russian Federation", other federal laws - in relation to persons undergoing law enforcement or military service. Termination of official relations of a member of the supervisory board (board of directors) in the event of his dismissal from civil service does not entail the termination of his powers. Sanctions may be applied to such persons in the form of early termination of the powers of a member of the supervisory board (board of directors) in accordance with the procedure established by the statutory federal law on the establishment of a corporation. In relation to officials appointed to the supervisory board (board of directors) by the President of the Russian Federation, the Government of the Russian Federation, the chambers of the Federal Assembly, the Bank of Russia, the Public Chamber of the Russian Federation and other public bodies in accordance with the quota established by federal law, special rules for their early recall are applied<1>. Such a decision can be made by a public body represented in the supervisory board (board of directors), and it also appoints new members to replace those recalled. In some cases, the decision on early termination of powers of members of the supervisory board (board of directors) is made by the Federal Government on its own initiative or on the basis of a proposal from the relevant public body<2>.

Administrative responsibility of officials who are members of the collegial body of the corporation or its employees structural divisions, its apparatus, as well as employees of branches and representative offices created by the corporation on the territory of the Russian Federation, is due to their improper implementation of information and other duties established by federal law<1>. In particular, failure to provide information in cases established by Art. Art. 15.27, 19.7, part 1, 2 art. 19.7.1, art. Art. 19.7.2, 19.8 of the Code of Administrative Offenses of the Russian Federation, qualifies as a corresponding administrative offense and entails a sanction in the form of an administrative fine applied to an official regardless of whether the offending organization is brought to corporate liability, i.e. in relation to the same offense, the violating organization and its guilty official may be held accountable (see Part 3 of Article 2.1 of the Code of Administrative Offenses of the Russian Federation)<2>. Measures of public liability established by budget and tax legislation, as well as disciplinary action are applied along with administrative penalties.

In relation to this text, only offenses caused by the improper performance by an official of a corporation of the public duties assigned to him are considered. In cases not related to the performance of such duties, for example, when committing offenses that infringe on public order and public safety, such persons bear administrative liability established by the sanction of the corresponding article of the Special Part of the Code of Administrative Offenses of the Russian Federation for citizens.

State corporations are classified as special entities administrative activities, their commercial powers are limited to meeting the public needs of the state. The following elements of the public status of state corporations can be distinguished:

a) only large business entities with a significant amount of capitalization are created in the organizational and legal form of a state corporation. For example, the authorized capital of the Development Bank exceeds 70 billion rubles, the amount of public property contribution provided to the Housing and Communal Sector Reform Assistance Fund is 240 billion rubles, the amount of public finance provided to the Agency for the Restructuring of Credit Institutions amounted to 3 billion rubles. (at prices as of December 2003)<1>;

b) executive authorities and other bodies ensure property autarky of state corporations by transferring to them budget funds, public real estate, logistics and other public property as a property contribution<1>;

c) public bodies provide most favored treatment for the activities of state corporations. They are not subject to property encumbrances established for other business entities, in particular, financial insolvency (bankruptcy) procedures are not applied to them;

d) the interests of public bodies are represented in all management bodies of the state corporation that authorize commercial activities. The corporation's funds are invested to meet social priority needs;

e) executive authorities and others government bodies delegate public powers to corporations in the areas of implementation of federal target programs and state investment programs. Corporations provide government guarantees to commercial organizations, provide and repay government loans and borrowings, and exercise other public powers established by federal laws.<1>. The commercial potential of the state corporation is ensured by the property and legal support of public authorities. Thus, the corporation’s financing of social priority programs is an indirect form of distribution of public finances for national purposes<2>.

State corporations, along with government bodies, participate in the implementation of the socio-economic policy of the state.

1. A state corporation is a non-profit organization that does not have membership, established by the Russian Federation on the basis of a property contribution and created to carry out social, managerial or other public activities. useful functions. A state corporation is created on the basis of federal law.

Property transferred to a state corporation by the Russian Federation is the property of the state corporation.

A state corporation is not liable for the obligations of the Russian Federation, and the Russian Federation is not responsible for the obligations of a state corporation, unless otherwise provided by the law providing for the creation of a state corporation.

In cases and in the manner established by federal law providing for the creation of a state corporation, an authorized capital may be formed at the expense of part of its property. Authorized capital defines minimum size property of a state corporation that guarantees the interests of its creditors.

2. The state corporation uses the property for the purposes determined by the law providing for the creation of the state corporation. A state corporation can carry out business activities only insofar as it serves the achievement of the goals for which it was created and is consistent with these goals.

A state corporation is required to publish annually reports on the use of its property in accordance with the law providing for the creation of a state corporation, unless otherwise provided by the said Law.

The annual report of a state corporation, published taking into account the requirements of the legislation of the Russian Federation on state secrets, must contain information on the implementation of the strategy of the state corporation, other information provided for by the legislation of the Russian Federation and be approved no later than July 1 of the year following the reporting year. The Government of the Russian Federation has the right to establish additional requirements to the contents of the annual report of a state corporation, including regarding investment activities.

The annual report of a state corporation is posted on the official website of the state corporation on the Internet information and telecommunications network, taking into account the requirements of the legislation of the Russian Federation on state secrets, commercial secrets no later than two weeks from the date of the decision by the highest management body of the state corporation to approve this report, unless a different period is established by the federal law providing for the creation of a state corporation.

(see text in the previous edition)

The official website of the state corporation on the Internet information and telecommunications network should contain the strategy of the state corporation, the procedure for purchasing goods, performing work, and providing services for the needs of the state corporation.

(see text in the previous edition)

3. The specifics of the legal status of a state corporation are established by law providing for the creation of a state corporation. To create a state corporation, the constituent documents provided for in Article 52 of the Civil Code of the Russian Federation are not required.

The law providing for the creation of a state corporation must determine the name of the state corporation, the purposes 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 the appointment of officials of the state corporation and their dismissal), 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.

3.1. The federal law providing for the creation of a state corporation must provide for the formation of a board of directors or supervisory board of the state corporation (hereinafter referred to as the highest management body of the state corporation).

The highest management body of a state corporation may include members who are not state civil servants. The Government of the Russian Federation establishes the procedure for the participation of members of the Government of the Russian Federation and state civil servants in the highest management bodies of state corporations.

The competence of the highest management body of a state corporation includes:

approval of a long-term program of activity and development of a state corporation, providing for the implementation of production, investment and financial indicators, and (or) another document on long-term planning, determined by the federal law providing for the creation of a state corporation (strategy for the activities of a state corporation);

approval of a system of remuneration for employees of a state corporation, providing for the dependence of the remuneration of its employees on the achievement of key performance indicators;

determining the procedure for using the profits of a state corporation;

making a decision to transfer part of the property of a state corporation to the state treasury of the Russian Federation.

The federal law providing for the creation of a state corporation may also include other issues within the competence of the supreme management body of the state corporation.

The highest management body of a state corporation has the right to create committees and commissions on issues within its competence for their preliminary consideration and preparation. The procedure for the activities of such committees, commissions and their personal composition are established by decisions on the creation of committees and commissions.

State corporations are special public non-profit organizations endowed with significant property powers. The public status of state corporations is determined by their special relations with executive authorities and other public bodies. The most important legal prerequisite for the creation of a state corporation is its implementation of socially significant activities in the areas of social policy, the provision of public services (for example, medical, educational, transportation services), financial and banking activities that meet the needs of the state. The content of priority national activities, for the purposes of which a state corporation is created, is determined by federal law. The special status of corporations is predetermined by its legal status: of all forms of non-profit organizations, only state corporations and autonomous institutions are created by the state - the Russian Federation. Republics within Russia, along with the Russian Federation, also having state legal status, do not have the right to create state corporations.

In the sphere of legal regulation, the status of corporations is established federal laws, however, it is necessary to take into account the following features of the status of such laws.

Statutory federal laws determine the competence and organizational and legal forms of corporate activity. In relation to each of them, a statutory federal law is adopted, establishing its functions and powers, types of legal relations with executive authorities, and the property status of the corporation. Statutory federal law always dominates in the system of federal laws regulating the activities of corporations: if there are conflicts between its regulations and the requirements of other federal laws, the statutory federal law is subject to application, which establishes when and in what cases other federal laws can be applied.

In cases established by statutory federal law, the organizational forms of activity of a state corporation may be determined special federal law, in force along with statutory federal law. Special federal laws may establish, in particular, the procedure for using the property of a state corporation during its reorganization or liquidation, and the timing of these organizational measures.

Ordinary federal laws define the basics of the public status of a state corporation as a whole as one of the forms of non-profit organizations, while individual elements of its status are not regulated. For example, the name of the management bodies of a corporation and their competence can only be established by statutory federal law. The scope of application of ordinary federal laws is limited by certain regulations (for example, the basics of the public status of state corporations are determined by the rules of Article 7.1 of the Federal Law “On Non-Profit Organizations”). Ordinary federal laws apply in areas established by statutory federal laws. For example, part 3 of Art. 17 of the Federal Law “On the Development Bank” provides that the state registration of the Development Bank as a special type of state corporation is regulated by the Federal Law of August 8, 2001 No. 129-FZ “On the state registration of legal entities and individual entrepreneurs”. Thus, in relation to the specified state corporation, it is possible to use the provisions of ordinary federal law.

TO by-laws, regulating the activities of state corporations are mainly decrees of the Government of the Russian Federation. Regulatory legal acts of federal executive authorities are applied only in cases specifically provided for by the federal laws under consideration, decrees of the President of the Russian Federation or decrees of the Government of the Russian Federation.

• Then there are also corporations.
• Unlike state corporations, autonomous institutions can be created not only by the Russian Federation, but also by other public entities - a constituent entity of the Russian Federation or a municipal entity (see Part 1, Article 2 of the Federal Law "On Autonomous Institutions").
• Within the meaning of Art. 7.1 of the Federal Law “On Non-Profit Organizations”, federal laws not only provide for the creation of a corresponding state corporation, but also establish its functions, powers and other components of public status. In particular, such laws determine the property status of corporations (see paragraph 2 of article 7.1 of the said Federal Law).
• In relation to the state corporation "Development Bank", the statutory Federal Law of May 17, 2007 No. 82-FZ establishes the requirements of the Federal Law "On Non-Profit Organizations" that are not subject to application. So, according to Part 2 of Art. 19 of the Federal Law “On the Development Bank” the rules provided for by federal legislation on insolvency (bankruptcy) do not apply to the liquidation procedure of this state corporation. The application of federal legislation on banks and banking activities to the Development Bank is possible only in the cases established in parts 2 and 3 of Art. 4 of the Federal Law "On the Development Bank".
• See Part 1 of Art. 19 of the Federal Law "On the Development Bank".
• On the scope of application of by-laws, see, for example, parts 2 and 4 of Art. 6, part 4 art. 10 of the Federal Law "On the Development Bank". In this case, regulation of the activities of a state corporation by decrees of the President of the Russian Federation is possible only in relation to Part 2 of Art. 15 of the said Federal Law.

The term itself " legal entity“was not in Roman law; it was formulated only by medieval glossators.

Organizations are often mentioned as participants in private legal relations in Roman sources (for example, collegiums, usually formed by professionally). All rules on collegiums are based on the fact that this organization acts like an individual, that is, it is a full-fledged subject of private law. The members of the board may change, which, however, does not change the personality of the board. Some Roman colleges existed for centuries. Thus, a legal entity does not depend on those individuals who participate in its activities. The board has its own membership, certain rules formulated in the statutory documents, and its authorized governing bodies act as representatives of the board in civil affairs. The college has its own separate property, formed from the contributions of its members. The college could make transactions and, accordingly, bore responsibility for them. In essence, the collegium was a full-fledged legal entity in the modern sense of the word.

The Romans laid the foundations for dividing legal entities into types.

The oldest were corporate-type legal entities based on membership: collegiums, workshops, municipalities. Collegiums (for example, priestly ones) were the oldest of them; they were created for various non-commercial (social) purposes, that is, in modern legal terms, they had the status public associations. Workshops are professional non-profit associations of persons engaged in one a certain type fishing. Municipalities were formed during the Republican period and at the beginning of the Principate in cities, which were granted the special status of a self-governing territorial corporation. In this case, all residents of the city were members of the municipality. Municipalities also largely functioned on a non-profit basis.

Corporate legal entities were founded on the democratic principle: the activities of the corporation are determined by its members, who, in particular, accept the charter and form the governing bodies.

In republican law there was freedom to form collegiums. The persecution of them began during the period of the Principate; their activities were permitted only with the appropriate approval of the emperor and the Senate.

For commercial activities, the corresponding agreement created a partnership, which was not a legal entity. The personal composition of the partnership remained unchanged and was determined by the partnership agreement; if its personal composition changed, the agreement had to be changed. A variable composition without changing the contract was possible only in a partnership of tax farmers. This underdevelopment of commercial legal entities (and in fact the absence of such in the modern understanding of this legal category) can be explained by the relatively low (by modern standards) intensity of economic life in Ancient Rome.

In addition to corporations, among legal entities under Roman law there were also institutions based on the separation by one person of part of his property, managed by an official appointed by the owner. Historically, the first institution was the imperial treasury (fisk), which was administered by a person specially appointed by the princeps for this purpose. The activities of the fiscus were regulated not by public, but by private law, that is, it was not a state body, but a legal entity - an institution (the founder was the emperor, because formally the fiscus was considered to belong to the princeps as to an individual And a Roman citizen). For its own needs, the legal structure of the fiscus was also used by the Christian Church (in the period after Emperor Constantine I the Great), in contrast to the pagan (pre-Christian) ones. religious associations. The Christian Church created, in particular, charitable institutions.

Questions for self-control

1. What was the concept of “person” and legal capacity in Roman law?

2. What was the position of Roman citizens?

3. What was the position of the Latins and Peregrines?

4. What rights did slaves have?

5. What was it? legal status freedmen?

6. Who were the colons and what was their status?

7. What was meant by legal entities in Roman law?

Chapter 4 Quiz

1. Indicate one of the main elements of the legal capacity of a Roman citizen?

a) the right to enter into a legal Roman marriage;

b) the right to participate in civil proceedings in Rome;

c) the right to be a guarantor for the affairs of other persons.

2. Legal capacity in Ancient Rome depended on:

a) on gender, age and certain diseases;

b) from age;

c) from age and mental illness.

3. Latins are:

a) incompetent Romans;

b) foreigners;

c) residents of Latium.

4. Guardianship was established over:

a) peregrines;

b) mentally ill;

c) minors of both sexes.

5. Who was guardianship assigned to?

a) over minors;

b) over women;

c) over the mentally ill.

You can download ready-made answers for the exam, cheat sheets and other educational materials in Word format at

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Legal entities. Status of corporations, municipalities, fiscus, charitable institutions

relevant scientific sources:

• Answers to tickets on civil law (general part)

  | Answers for the test/exam| 2016 | Russia | docx | 0.27 MB

  1. Civil law as a branch (branch) of law, its system. Isolation from related industries. 2. Subject and method of civil law. 3. Sources of civil law: concept and system. 4. Types

• Answers to the exam on Civil Law of the Russian Federation

  | Answers for the test/exam| 2016 | Russia | docx | 0.12 MB

State entrepreneurship is implemented mainly through the activities of state corporations. It should be noted that despite practical application, the term “corporation” is not typical Russian legislation, unlike legislation foreign countries, where it is actively used either in defining a legal entity or in characterizing its various organizational and legal forms (Mogilevsky S.D., Samoilov I.A. Corporations in Russia: Legal status and basic activities: textbook. Benefit. – M., 2006).

In the Russian language dictionary S.I. Ozhegova “corporation is:

1) a united group, a circle of people of the same profession, one class;

2) one of the forms of monopolistic association.”

In a broad sense, a corporation is considered as a collective concept that refers to business associations capital, having various organizational and legal forms. In a narrow sense, a corporation refers to such forms of entrepreneurial association of capital as joint stock company and its "modifications". Therefore, a corporation is an association of capital created to achieve common goals. These goals can be of various types, which to some extent predetermines various types corporations.

Russian legislation does not contain the very concept of “corporation”, although the legislator used it to designate the organizational and legal form of a legal entity in the Federal Law “On Non-Profit Organizations” to define such an organizational and legal form of a non-profit organization as a “state corporation”.

A state corporation (hereinafter referred to as the State Corporation) in Russia is recognized as a non-profit organization that does not have membership, established by the Russian Federation on the basis of a property contribution and created to carry out managerial, social or other publicly useful functions. The task of functioning of such corporations is quite specific and comes down to the implementation of common interests for the state or society, which predetermines the need to create such an organization.

This organizational and legal form of non-profit legal entities is not provided for in the Civil Code of the Russian Federation. It was introduced into the Russian legal system relatively recently.

According to current legislation, we can highlight the following main features of a state corporation:

1. A state corporation is a legal entity with separate property rights, which independently acts in civil circulation.


2. This is a non-profit organization, i.e. An organization that does not have profit as its main goal. The profit received as a result of the state corporation's business activities is used to achieve its goals.


3. A state corporation is a subject with a special purpose legal personality; it is created only to carry out those functions that are expressly stated in the law on its creation.


4. A state corporation is created on the basis of federal law.


5. The property transferred to the state corporation by the Russian Federation is the property of the State Corporation, that is, it is not state property (this is how State Corporations differ from Federal State Unitary Enterprises). Thus, control over the property of the Civil Code is removed from the supervision of the Accounts Chamber of the Russian Federation.


6. The Civil Code is not liable for the obligations of the Russian Federation, and the Russian Federation is not liable for the obligations of the Civil Code, unless otherwise provided by the law providing for the creation of the Civil Code.


7. A state corporation differs from an OJSC with a predominant state participation, and from state unitary enterprises (FSUEs): in particular, state corporations are not subject to information disclosure provisions mandatory for public JSCs, as well as the bankruptcy law; Unlike federal state unitary enterprises, civil corporations are removed from the control of a number of government bodies.


8. The Civil Code is not obliged to submit documents containing a report on its activities to government bodies (with the exception of a number of documents submitted to the government of the Russian Federation). In particular, government bodies, without the consent of the Civil Code, cannot:

   a) request the corporation’s management bodies for their administrative documents;
   b) request and receive information about the financial and economic activities of the corporation from state statistics bodies, the federal executive body authorized for control and supervision in the field of taxes and fees, and other government supervision and control bodies, as well as from credit and other financial organizations;
   c) send representatives to participate in events held by the corporation;
   d) conduct checks on the compliance of the corporation’s activities, including the expenditure of funds and the use of other property, with the purposes provided for by its constituent documents, in the manner determined by the federal executive body exercising the functions of legal regulation in the field of justice;
   e) in the event of a violation of the legislation of the Russian Federation or the commission of actions by the corporation that are contrary to the goals provided for by its constituent documents, issue it a written warning indicating the violation committed and the deadline for its elimination;
   f) establish the conformity of the expenditure of funds and the use of other property by corporations with the purposes provided for by their constituent documents.



9. State corporations are not subject to the provisions of Federal Law No. 127-FZ “On Insolvency (Bankruptcy)”. But if a state corporation uses state land, then there are formal grounds for control by the Accounts Chamber. For example: “monitoring the effectiveness and compliance with the intended use of state property ( land plots), which is in the use of the Civil Code...". In addition, Article 12 of the Federal Law “On the Accounts Chamber of the Russian Federation” includes organizations in the scope of control powers in terms of tax, customs and other benefits and advantages granted to them. The procedure for forming a state corporation, that is, the property contribution of the Russian Federation, is the advantage on the basis of which these organizations are subject to control by the Accounts Chamber of the Russian Federation. The subject of control is the effectiveness of the Management of the property contribution of the Russian Federation.


10. Control over the activities of the Civil Code is carried out by the Government of the Russian Federation on the basis of the annual submission by the corporation of an annual report, an auditor’s report on accounting and financial (accounting) statements, as well as the conclusion of the audit commission based on the results of an audit of the financial (accounting) statements and other documents of the corporation. Any other federal government bodies, government bodies of constituent entities of the Russian Federation, local government bodies do not have the right to interfere in the activities of corporations. The state corporation is not obliged to publish these reports.


11. Peculiarities legal status state corporations, including the appointment of a director, are established by law providing for the creation of a state corporation (according to most laws of this kind, the head of a civil corporation is appointed by the President of the Russian Federation).