The granting of special legal capacity directly affects the content of property rights belonging to a legal entity, the limits and methods of their implementation. “And although the nature of the powers of the owner of a property right is unchanged, the content and boundaries are not the same”1. AT general view The Civil Code of the Russian Federation and the Federal Law “On non-profit organizations” dated January 12, 1996 No. 72-FZ connect the possible specific scope of legal capacity not commercial organization with one or another organizational and legal form legal entity, that is, a set of specific features that objectively stand out in the system of common features of a legal entity and significantly distinguish this group of legal entities from all others2.

Since any organizational and legal form of non-profit organizations implies the possibility of carrying out activities of a versatile orientation due to the variety of purposes of activities that are not related to making a profit, individualization non-profit organization requires reflection in the name not only of an indication of the organizational and legal form, but also of the nature of the activities of the non-profit organization.

An analysis of the legislation shows that, as a rule, the signs listed above have an objective relationship and are not only the result of an arbitrary expression of the will of the legislator. In other words, the peculiarities of the property rights of a non-profit organization of one or another organizational and legal form to the property assigned to it are due to the following dependence: “the wider the goals and objectives reflect the interests of the organization, the more material support they require”1. Non-profit organizations that act as owners have the most complete rights in rem in most cases based on the principle of voluntary participation (membership). In accordance with the Civil Code of the Russian Federation, membership-based organizations include consumer cooperatives (Article 116), public and religious organizations (associations) (Article 117), associations of legal entities (associations and unions) (Article 121). This list is expanded by the Federal Law “On non-profit organizations” dated January 12, 1996 No. 72-FZ. Membership-based non-profit partnerships(Article 8 of the Federal Law of 12.01.96). Movable property formed from voluntary property contributions is also transferred to the ownership of non-profit organizations. In such organizational and legal forms, foundations are formed (Article 118 of the Civil Code of the Russian Federation, Article 7 of the Federal Law of January 12, 1996 No. 72-FZ), as well as autonomous non-profit organizations (Article 10 of the Federal Law of January 12, 1996 No. 72).

The only organizational and legal form of non-profit organizations - an institution - is distinguished by the fact that it is endowed with the property of the owner who created it on the basis of the right operational management(Article 120 of the Civil Code of the Russian Federation, Article 9 of the Federal Law of 12.01.96 No. 72).

The issue of the property rights of a consumer cooperative1 is most unclear. As you know, members of a consumer cooperative have liability rights to property shares (paragraph 2, part 2, article 48 of the Civil Code of the Russian Federation). The issue of property separation of a consumer cooperative should be regulated in detail in the laws on consumer cooperatives (Part 2, Article 116 of the Civil Code of the Russian Federation). AT Russian Federation the Law of the Russian Federation “On consumer cooperation” dated June 19, 1992 No. 3085-12 is in force. The main activities of consumer cooperation are limited to procurement, trade, production, intermediary, and other activities not prohibited by the legislation of the Russian Federation. The norm of the law on the property of consumer societies (the totality of which constitutes consumer cooperation in the Russian Federation) came into conflict with paragraph 2 of part 2 of article 48 of the Civil Code of the Russian Federation, since it establishes that the property of consumer societies belongs to shareholders on the right of private ownership (common share, common joint ) property. The issue of scope also needs to be clarified. legal regulation Law of the Russian Federation “On consumer cooperation in the Russian Federation”.

In accordance with Article 6 of the Law of the Russian Federation “On the Enactment of the Law of the Russian Federation “On Consumer Cooperatives in the Russian Federation” dated June 19, 1992 No. 3085-13 has become invalid

Law “On Cooperation in the USSR” dated May 26, 19881 in the part relating to consumer cooperation. According to the USSR Law “On Cooperation in the USSR”, the system consumer cooperatives constitute consumer cooperation

(Article 45,46,47 of the Law), cooperatives to meet the housing needs of their members (Article 51 of the Law), horticultural and horticultural partnerships (Article 52 of the Law). Thus, the norms of the Law of the USSR “On Cooperation in the USSR” dated May 26, 1988 are currently valid on the territory of the Russian Federation insofar as they do not contradict part one Civil Code of the Russian Federation (Article 4 of the Law “On the Enactment of the First Part of the Civil Code of the Russian Federation” dated November 30, 1994 No. 52-FZ. Thus, the problem of property separation of consumer cooperatives requires an early and uniform resolution by Federal laws, since cooperatives, the so-called small businesses always aim to ensure self-sufficiency for themselves, solving the social problems of their members, but it should be taken into account that “profit from entrepreneurial activity is necessary for cooperatives as a means of achieving this goal”2.

The property rights of public organizations to the property assigned to them in the current legislation are determined by the Law of the Russian Federation “On public associations” of May 19, 1995.3 According to Article 8 of the Law of May 19, 1995 No. 82-FZ, a public organization is one of the organizational and legal forms of public associations.

Exclusively importance has the norm of Article 32 of the Law of the Russian Federation of May 19, 1995 No. 82-FZ on subjects of property rights, since the former USSR Law “On Public Associations” of October 9, 19901 does not provide a solution to the problems of property separation of public organizations - participants of all-union public associations , although proposals for improving the legislation were discussed among jurists2. We are talking about the problem of determining the subjects of property rights. The Law of the Russian Federation “On Public Associations” dated May 19, 1995 clarified the this question. If, under the USSR Law of October 9, 1990, the resolution of the issue of subjects of ownership of the property of unions of public associations was entrusted to the charter of the union of public associations (Part 7, Article 18 of the Law of the USSR), then the Law of the Russian Federation “On Public Associations” makes this problem dependent on the status of structural units of a public organization. Structural units(branches) of public organizations operating on the basis of a single charter of a public organization own property assigned to them by the owner organization on the basis of the right of operational management (part 2 of article 32 of the Law of the Russian Federation). Territorial public organizations that are independent entities in a union (association) (which is a public organization in its organizational and legal form) are the owners of their property.

At the same time, the union (association) is the owner of the property created and (or) acquired for use in the interests of the public organization as a whole (part 3 of article 32 of the Law of the Russian Federation).

Laws defining the legal status certain types public political parties, trade unions, charitable and other types of public associations - in matters relating to the property rights of public associations of a certain type, emphasis is placed on the regulatory impact on the nature of their activities. So, according to part 4 of article 24 of the Federal Law “On trade unions rights and guarantees of activity” of January 12, 1996 No. 10-FZ1 sources, the procedure for the formation of property and the use of funds of trade unions are determined by their charters, trade union organizations. A different approach to legal regulation is reflected in the Federal Law “On charitable activities and charitable organizations” dated August 11, 1995 No. 135-FZ2. Content of property rights charitable organization on the property belonging to it, the Law makes it directly dependent not only on the provisions of the charter of this organization, but also on the requirements established in the law for subjects of charitable activities (part 2 of article 16 of the Federal Law of August 11, 1995 No. 135-FZ).

Earlier, in the legal literature, the problem of property rights of mass social movements and foundations was raised. The fact is that the earlier legislation, in particular, the Law of the USSR “On Public Associations”, did not know the division of public organizations into those with membership and those without membership, however, in practice, mass social movements without a clearly fixed membership were widespread. The Law “On Public Associations” dated May 19, 1995 No. 82-FZ considers a public movement as a form of public associations. Features of the activities of this type of legal entities (lack of membership) imply increased responsibility of the body social movement when exercising the rights of a legal entity on behalf of a public movement. Article 9 of the Federal Law “On Public Associations” dated May 19, 1995 establishes that a permanent body of a public movement is an elected collegial body accountable to a congress (conference) or general meeting. The activities of foundations as a form of non-profit organizations that do not have membership are regulated by Article 118 of the Civil Code of the Russian Federation and Article 7 of the Federal Law “On Non-Commercial Organizations” dated January 12, 1996 No. 7-FZ. A feature of the functioning of the fund is the mandatory organization in it board of trustees supervising the activities of the fund, the use of the funds of the fund. The fund is obliged to publish annual reports on the use of its property, since the fund can be liquidated if the property is insufficient to achieve its goals and the probability of obtaining the necessary property is unrealistic (Article 18 of the Federal Law of January 12, 1996 No. 7-FZ).

In a number of voluntary associations of citizens, a special place belongs to religious associations formed by citizens in order to exercise the right of citizens to freedom of religion, including for the joint confession and dissemination of faith. The rights of religious associations to their property are determined by the specifics of the activities of these legal entities. The main difference is the fate of property after the termination of the activities of religious associations. In accordance with the Law of the Russian Federation “On Freedom of Conscience and Religious Associations” dated September 26, 1997 No. 125-FZ1, after the termination of the activities of a religious organization, property is distributed in accordance with the charter and civil legislation of Russia. religious organizations there may be buildings, including those classified as monuments of history and culture. The state provides assistance in the restoration, maintenance and protection of such buildings. (Art. 4, 21 No. 125-FZ of September 26, 1997). Does not contain the RF Law "On Freedom of Conscience and Religious Associations" of 1997 and the provision on priority right religious organizations for the transfer of religious buildings with adjacent territory to their ownership or gratuitous use (Part 3, Article 17 of the USSR Law "On Freedom of Conscience and Religious Organizations" dated 1.10.90). Also, the unification of the status of all religious associations carried out in the law of the USSR without taking into account the attitude of various forms of religious organizations to the religious needs of believers did not find support. While “primary religious associations of believers (communities, parishes) play the main role in meeting the religious needs of believers, all other forms of religious organizations and their governing bodies only help to satisfy the religious needs of believers.

The Federal Law “On non-profit organizations” dated January 12, 1996, as a feature of the property rights of an institution, establishes the ownership of the property assigned to it by the owner on the basis of the right of operational management (paragraph 2, part 1, article 9 of the Federal Law). In addition, the Federal Law “On non-profit organizations” adopted the norm of Part 3 of Art. 120 of the Civil Code of the Russian Federation that the specifics of the legal status of certain types of state and other institutions are determined by law and other legal acts. The norms on the specifics of the activities of institutions are contained in the Federal Law “On Amendments and Additions to the Law of the Russian Federation “On Education” dated January 13, 1996 No. 12-FZ (Article 12, Article 39)1, in the Federal Law “On Science and Scientific state policy” dated August 27, 19962 (Article 6 of the Federal Law); in the Federal Law "On general principles organizations local government” dated August 28, 19953 No. 154-FZ (Article 31 of the Federal Law). In addition, the Government of the Russian Federation has the right to regulate the specifics of the legal status of certain types of institutions, regardless of the form of ownership. Thus, the Decree of the Government of the Russian Federation approved the Regulations on the fundamentals economic activity and financing of cultural and art organizations dated June 26, 1995 No. 6094. These legal acts, as a rule, express the will of the owner (the state) regarding the statutory goals of the institutions he creates, and in addition, not forgetting the public law nature of the interests of the state, the limits of the non-commercial nature of the activities of institutions in a certain field of activity and the list of activities are determined, aimed at extracting profits that do not contradict the goals of creating institutions of one kind or another.

Summarizing brief description organizational and legal forms of non-profit organizations established by the legislation of the Russian Federation, I would like to note the fundamental importance of diversity possible ways achievement of certain goals of a non-commercial nature through the formation of legal entities endowed with separate property in respect of which they have property rights.

Article 113. Unitary enterprise

1. A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. Property unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise.

By order of the Ministry of Economic Development of the Russian Federation of August 25, 2005 N 205, the Model Charter of a federal state unitary enterprise based on the right of economic management was approved.

The charter of a unitary enterprise must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, information about the subject and goals of the enterprise, as well as the amount of the authorized capital of the enterprise, the procedure and sources for its formation, with the exception of state-owned enterprises.

Only state and municipal enterprises can be created in the form of unitary enterprises.

2. The property of a state or municipal unitary enterprise is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management.

3. The firm name of a unitary enterprise must contain an indication of the owner of its property.

4. The body of a unitary enterprise is the head, who is appointed by the owner or a body authorized by the owner and is accountable to him.

5. A unitary enterprise is liable for its obligations with all its property.

A unitary enterprise shall not be liable for the obligations of the owner of its property.

6. Legal status state and municipal unitary enterprises is determined by this Code and the law on state and municipal unitary enterprises.

Article 114. Unitary enterprise based on the right of economic management

1. A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local self-government body.

2. founding document of an enterprise based on the right of economic management is its charter, approved by the authorized state body or local self-government body.

3. The size of the authorized capital of an enterprise based on the right of economic management cannot be less than the amount determined by the law on state and municipal unitary enterprises.

4. The procedure for the formation of the authorized capital of an enterprise based on the right of economic management is determined by the law on state and municipal unitary enterprises.

(p. 4 in red. federal law dated 11/14/2002 N 161-FZ)

5. If at the end of the financial year the value of the net assets of an enterprise based on the right of economic management turns out to be less than the size of the statutory fund, the body authorized to create such enterprises is obliged to reduce the statutory fund in accordance with the established procedure. If the value of net assets becomes less than the amount determined by law, the enterprise may be liquidated by a court decision.

6. If a decision is made to reduce the statutory fund, the enterprise is obliged to notify its creditors in writing.

The creditor of the enterprise has the right to demand the termination or early performance of the obligation, the debtor of which is this enterprise, and compensation for losses.

7. Excluded. - Federal Law of November 14, 2002 N 161-FZ.

7. The owner of the property of an enterprise based on the right of economic management shall not be liable for the obligations of the enterprise, except for the cases provided for in paragraph 3 of Article 56 of this Code. This rule also applies to the liability of an undertaking establishing subsidiary, under the obligations of the latter.

Article 115. Unitary enterprise based on the right of operational management

(as amended by Federal Law No. 161-FZ of November 14, 2002)

1. In the cases and in the manner provided for by the law on state and municipal unitary enterprises, a unitary enterprise on the basis of state or municipal property may be created on the basis of the right of operational management (state-owned enterprise).

2. The founding document of a state-owned enterprise is its charter, approved by the authorized state body or local self-government body.

3. The trade name of a unitary enterprise based on the right of operational management must contain an indication that such an enterprise is a state enterprise.

4. The rights of a state-owned enterprise to the property assigned to it are determined in accordance with Articles 296 and 297 of this Code and the law on state and municipal unitary enterprises.

5. The owner of the property of a state-owned enterprise shall bear subsidiary liability for the obligations of such an enterprise if its property is insufficient.

6. A state-owned enterprise may be reorganized or liquidated in accordance with the law on state and municipal unitary enterprises.

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner.

In the organizational and legal form of a unitary enterprise, state and municipal enterprises operate (clause 1, article 113 of the Civil Code of the Russian Federation).

The property of a unitary enterprise, which belongs to it on the basis of the right of economic management or operational management, is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

The property of a unitary enterprise is owned by the Russian Federation, a subject of the Russian Federation or a municipality. On behalf of the Russian Federation or a constituent entity of the Russian Federation, the rights of the owner of the property of a unitary enterprise are exercised by the bodies state power of the Russian Federation or public authorities of a constituent entity of the Russian Federation within the framework of their competence established by the acts defining the status of these bodies. On behalf of municipality the rights of the owner of the property of a unitary enterprise shall be exercised by local self-government bodies.

Rights of the owner of the property of a unitary enterprise Art. 20 of the Federal Law on State and Municipal Enterprises. The public owner takes, in particular, decisions on the creation, reorganization and liquidation of a unitary enterprise, determines the goals, subject and type of activity of the unitary enterprise, forms the authorized capital.

The powers of the owner of the property of a unitary enterprise whose property is owned by the Russian Federation cannot be transferred by the Russian Federation to a subject of the Russian Federation or to a municipal formation, and vice versa.

However, objects of federal property or the property of a constituent entity of the Russian Federation may be transferred to municipal ownership, just as objects of municipal property or the property of constituent entities of the Russian Federation may be transferred to federal ownership in the manner prescribed by law. This procedure is established by Federal Law No. 184-FZ of October 6, 1999 “On the General Principles of Organization of Legislative (Representative) and Executive Bodies of State Power of the Subjects of the Russian Federation” and Federal Law No. 131-FZ of October 6, 2003 “On General Principles organizations of local self-government in the Russian Federation”.

Bodies of state power and local self-government, acting on behalf of the Russian Federation, subjects of the Russian Federation, municipalities, exercise the powers of the founder of the relevant state or municipal enterprises. At the same time, if the bodies in charge of unitary enterprises determine the subject and goals of their activities, appoint their leaders and approve the charters of enterprises, then the federal agency for state property management, its territorial bodies and municipal property management bodies resolve the issue of transactions by enterprises for the alienation of real estate or the transfer of real estate as a contribution to the authorized (share) capital of business companies and partnerships, as well as in payment for shares and shares of business companies.

Cash and other movable property can act as a contribution of a unitary enterprise to the authorized (reserve) capital of the created economic society or a partnership or a share in an operating company with limited liability(business partnership) or for the acquisition of shares of an existing joint-stock company at your discretion. The charter of a state or municipal enterprise may provide for the types and (or) size of transactions, the conclusion of which cannot be carried out without the consent of the owner of the property of such an enterprise (clause 4, article 18 of the Law on Unitary Enterprises) represented by a state body or local self-government body, in the introduction which the unitary administration is located, since it is this body that approves the charter of the enterprise (clause 3, article 113 of the Civil Code of the Russian Federation).

The exercise by public authorities and local self-government on behalf of the public owner of his property right is not a representation within the meaning of Art. 182 of the Civil Code of the Russian Federation. There are no sufficient grounds for such qualification, since in these respects public authorities act not as civil law representatives, but as bodies authorized by the state or municipalities. When making decisions on giving consent to the alienation of immovable property by an enterprise, on the type and amount of transactions that can be made with the consent of the owner, etc., state authorities and local governments manage the property of a unitary enterprise.

These management decisions are a necessary element for the emergence of certain contracts concluded by a unitary enterprise. Failure to comply with these rules will invalidate such transactions. Having received consent from the executive authorities, a unitary enterprise makes transactions on its own behalf as an independent subject of civil law.

Builds up a complex system on the implementation of public property, in which state authorities and local self-government bodies act on behalf of the owners, exercising their powers as public authorities, and unitary enterprises act in civil circulation as separate entities in property terms, whose rights are limited by law and the charter of a unitary enterprise, approved owner. In the Civil Code of the Russian Federation, the concept of the owner refers not only to the Russian Federation, the subject of the Russian Federation, municipalities, but also the executive bodies of state power and local self-government themselves. It is important to note that the activities and financing of economic activities of unitary enterprises are regulated not only by the Civil Code of the Russian Federation, but also by the norms of budget legislation.

The property of a state or municipal unitary enterprise is, respectively, in state or municipal ownership and at the same time belongs to such an enterprise on the basis of the right of operational management, that is, the rights to property are distributed between the owner and the enterprise. State or municipal enterprises own, use and dispose of their property within the limits established by law, in accordance with the objectives of their activities, the tasks of the owner of this property and the purpose of this property.

The founding document of a unitary enterprise is the charter, approved by the authorized state body or local self-government body. It must contain information about its company name and location, as well as the subject and goals of its activities, the size of the authorized capital, the procedure and sources for its formation, with the exception of state-owned enterprises. The firm name of a unitary enterprise must contain an indication of the owner of its property. The body of a unitary enterprise is a manager appointed by the owner or a body authorized by the owner and accountable to him.

In cases and in the manner provided for by the Law on State and Municipal Enterprises, on the basis of state property(previously it was also on the basis of municipal property) a unitary state enterprise (state enterprise) can be created. The trade name of a state enterprise must contain an indication that such an enterprise is a state enterprise. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient (paragraph 3, clause 6, article 113 of the Civil Code of the Russian Federation).

A state-owned enterprise has the right to independently dispose of movable property, with the exception of cases established by law or other legal acts. A state-owned enterprise has the right to alienate or otherwise dispose of movable property assigned to it by the owner or acquired at the expense of funds allocated by the owner for the acquisition of such property, only with the consent of the owner of this property. However, movable property acquired at the expense of own funds, it manages itself. State-owned enterprises, without the consent of the owner, sell the goods, works and services they produce in the course of entrepreneurial activity, unless otherwise established by law or other legal acts.

The owner of the property has the right to withdraw the unused or misused property assigned to the state-owned enterprise, as well as the property acquired by the enterprise at the expense of the funds allocated to it by the owner for the acquisition of this property. It is interesting to note that in this respect the right and status of a state-owned enterprise is equated to an autonomous institution.

In practice, first of all, arbitration courts have developed a contradictory position as to whether the owner, having transferred property to the possession of a unitary enterprise, has the right to dispose of it, or whether such a right belongs to a unitary enterprise. In the Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court RF dated April 29, 2010 N 10/22 “On some issues arising in judicial practice when resolving disputes related to the protection of property rights and other rights in rem” (hereinafter referred to as Resolution No. 10/22 of April 29, 2010), it is noted that the owner, having transferred property into the possession of a unitary enterprise, is not entitled to dispose of such property, regardless of the presence or absence of the consent of such enterprises, unless otherwise provided (clause 5 of the Decree of 04/29/2010 N 10/22). This instruction referred to property under the economic administration of a unitary enterprise.

Determining the relationship between the rights of the owner and the unitary enterprise to the state (municipal) property assigned to the latter is also important in protecting the right of operational management in case of its violation. In the said Resolution of 29.04.2010 N 10/22, it is explained that if a unitary enterprise has filed a lawsuit with a claim for recognition of the right of economic management, operational management or for the recovery of property from someone else's illegal possession, the court needs to establish whether the disputed property is located in state or municipal ownership, and involve the owner of the unitary enterprise in the case.

In the case when a claim is brought for the recovery of property from someone else's illegal possession, fixed on the right of economic management or operational management, the court shall notify the relevant enterprise of the filing of a claim in defense of its property right. When the claims are proven, the award is made in favor of the state (municipal) enterprise.

Approval by the court of a settlement agreement or acceptance by the court of the plaintiff's waiver of a claim in such cases is possible in cases where both the owner and the unitary enterprise have expressed their consent to this. When the satisfaction of the claim to the owner was denied, the unitary enterprise is not entitled to file a claim with the court on the same subject and on the same grounds against the same defendant.

Paragraph 5 of Resolution No. 10/22 of April 29, 2010 explains that in cases where the charter of a state or municipal enterprise provides for the types and (or) size of transactions that cannot be carried out without the consent of the owner of the property of such an enterprise, the courts should be guided by Art. 174 of the Civil Code of the Russian Federation, i.e. the consequences of an invalid transaction occur due to the restriction of powers to conclude a transaction. Such transactions are voidable, since they can be invalidated at the suit of the enterprise itself or the owner of the property, and not of any interested person. The owner's claim for invalidation of a transaction made by a state or municipal enterprise in violation of the law or the charter on the need to obtain the owner's consent to conclude the transaction is not subject to satisfaction if the case contains evidence of approval, including subsequent, of such a transaction by the owner.

A unitary enterprise is a commercial organization not endowed with the right of ownership of property assigned to it by the owner of this property.

The essence of a unitary enterprise

Unitarity is a specific form of organization of activity.

Unitarity is characterized by:

Creation of a legal entity by allocating a certain property mass by the owner, and not by combining the property of several persons;

Retention of ownership of the property by the founder;

Assignment of property to a legal entity on a limited property right (economic management or operational management);

Indivisibility of property;

Lack of membership;

sole governing bodies.

The main reasons for the creation of unitary enterprises include:

The need to use property, the privatization of which is prohibited;

Carrying out activities to solve social problems, including the sale of certain goods and services at minimum prices and the organization of procurement and commodity interventions for essential goods;

Ensuring certain subsidized activities and conducting unprofitable industries.

The purpose of the activity of unitary enterprises is the solution of state problems on a commercial basis.

Rules Art. 113-115, 294-297 of the Civil Code of the Russian Federation regulate only the legal status of enterprises and do not affect the rights and obligations of employees, as is the case with participants and members of economic partnerships and societies, production cooperatives. The rights and obligations of employees are determined primarily by labor law. If a unitary enterprise, with the consent of the owner, has made a contribution to the economic society, then the profit received cannot be distributed among the employees of the enterprise, it becomes the property of this enterprise as a whole.

The property allocated to a unitary enterprise during its creation is in state or municipal ownership and belongs to it on the basis of the right of economic management or operational management. The firm name of a unitary enterprise must contain an indication of the owner of its property. The charter should clearly indicate to whom (the Russian Federation, which particular subject of the Russian Federation or local government) owns the property of a unitary enterprise on the basis of ownership. A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property. The body of a unitary enterprise is the head, who is appointed by the owner or a body authorized by the owner and is accountable to him.

Unitary enterprises can be of three types:

Federal State Unitary Enterprise - FSUE

State unitary enterprise - SUE (subject of the federation)

Municipal unitary enterprise - MUP (Municipal entity)

State enterprise- a kind of commercial organization, since they are created for production and economic activities (creation of material values, provision of economic services, etc.).

Characteristic features of the administrative and legal status of state enterprises can be found on the example of state unitary enterprises. In view of the absence of a federal law on them, they are currently given a predominantly civil law characteristic as legal entities of a special kind. But even civil legislation contains a number of provisions that are directly related to the administrative and legal characteristics of unitary enterprises.

Firstly, an enterprise is recognized as a unitary enterprise, to which certain property is assigned by its owner, i.e. state. Such an enterprise can only be created as a state enterprise (if the possibility of creating unitary municipal enterprises is not taken into account).

Secondly, a unitary enterprise is created by decision of the authorized state body, which also approves the constituent document of the enterprise - its charter. The appropriate executive authority is implied. Thus, the Ministry of Railways of the Russian Federation creates, reorganizes and liquidates federal railway transport enterprises, approves their charters, etc.

Thirdly, the body of a unitary enterprise is the head appointed by the owner or a body authorized by him. The head of the enterprise is accountable both to the owner and to the specified body.

Fourthly, the head of a state unitary enterprise is endowed with a certain amount of powers of a legally authoritative nature, which are implemented within the framework of the enterprise.

Fifth, a unitary enterprise is subject to state registration with the justice authorities.

It should be added to this that it is the executive authorities that exercise control and supervision over the activities of unitary enterprises, apply various kinds of administrative and coercive means of influence in relation to them, license their activities in established cases, have the right to place on them certain types of state orders for the supply of products (for example, a state defense order).

It is envisaged that legal status state enterprises and institutions is regulated by a special federal law. However, there is still no such legal act; many issues of their organization and activities are resolved by presidential decrees and government decrees.

33Municipal enterprise.

State and municipal enterprises operating under the right of economic management constitute a significant part of unitary enterprises.

municipal enterprise - 1,000 minimum wages (Article 12 of the Law on Unitary Enterprises).

State and municipal enterprises can be created to carry out scientific and scientific and technical activities, develop and manufacture products that are in the sphere of the national interests of the state and ensure national security, and produce products that are withdrawn from circulation and have limited circulation.

A municipal enterprise manages movable property belonging to it on the right of economic management independently, and immovable property - with the consent of the owner of the property.

Owner of a state and municipal enterprise:

Makes a decision to establish an enterprise;

Determines the goals and subject (types) of its activities;

Gives consent to the participation of the enterprise in associations and other associations of commercial organizations;

Determines the procedure for approving the indicators of plans (programs) of the financial and economic activities of the enterprise;

Approves the charter of the enterprise;

Takes a decision on the reorganization and liquidation of the enterprise, appoints a liquidation commission and approves the liquidation balance sheets of the enterprise;

Forms the authorized capital of the enterprise;

Appoints the head of the enterprise and concludes an employment contract with him;

Gives consent to the appointment of the chief accountant, approves the financial statements of the enterprise;

Approves the indicators of economic efficiency of the enterprise and controls their implementation;

Gives consent to the creation of branches and representative offices;

Gives consent to the participation of the enterprise in other organizations;

Decides to conduct audits and resolves many other issues of the enterprise.

1. A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

State and municipal enterprises operate in the organizational and legal form of unitary enterprises.

In cases and in the manner provided for by the law on state and municipal unitary enterprises, a unitary state enterprise (state enterprise) may be created on the basis of state or municipal property.

2. The property of a state or municipal unitary enterprise is in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management.

The rights of a unitary enterprise to the property assigned to it are determined in accordance with this Code and the law on state and municipal unitary enterprises.

3. The founding document of a unitary enterprise is its charter, approved by the authorized state body or local self-government body, unless otherwise provided by law.

The charter of a unitary enterprise must contain information about its company name and its location, the subject and goals of its activities. The charter of a unitary enterprise that is not state-owned must also contain information on the size of the authorized capital of the unitary enterprise.

4. The firm name of a unitary enterprise must contain an indication of the owner of its property. The trade name of a state enterprise, in addition, must contain an indication that such an enterprise is a state enterprise.

5. The body of a unitary enterprise is the head of the enterprise, who is appointed by the body authorized by the owner, unless otherwise provided by law, and is accountable to him.

6. A unitary enterprise is liable for its obligations with all its property.

A unitary enterprise shall not be liable for the obligations of the owner of its property.

The owner of the property of a unitary enterprise, with the exception of the owner of the property of a state-owned enterprise, is not liable for the obligations of his unitary enterprise. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

7. The legal status of unitary enterprises is determined by this Code and the law on state and municipal unitary enterprises.

8. A unitary enterprise may be reorganized in accordance with the law on state and municipal unitary enterprises and laws on privatization.

Commentary on Article 113 of the Civil Code of the Russian Federation

The provisions of § 4 of Chapter 4 of the Civil Code of the Russian Federation were developed in the norms of the Federal Law of November 14, 2002 N 161-FZ "On State and Municipal Unitary Enterprises". The indication of the form of ownership in the title of this Law is due to the direct requirement of paragraph three of part 1 of the commented article, by virtue of which only state and municipal enterprises can be created as unitary enterprises (this fact should also be reflected in the corporate name of a unitary enterprise).

Article 2 of the said Federal Law defines a unitary enterprise as a commercial organization not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is owned by the Russian Federation, a subject of the Russian Federation or a municipality, respectively. Creation of unitary enterprises on the basis of the association of property owned by the Russian Federation, subjects of the Russian Federation or municipalities is not allowed.

On behalf of the Russian Federation or a constituent entity of the Russian Federation, the rights of the owner of the property of a unitary enterprise shall be exercised within the framework of their competence by state authorities of the Russian Federation or state authorities of a constituent entity of the Russian Federation. On behalf of the municipality, the rights of the owner of the property of a unitary enterprise are exercised by local governments.

The property of a unitary enterprise belongs to it on the right of economic management or on the right of operational management, is indivisible and cannot be distributed among contributions (shares, shares), including among employees of a unitary enterprise. The principle of indivisibility (in other words, unity, unitarity) is the main legal characteristic of this type of legal entity.

In addition, a unitary enterprise is not entitled to create another unitary enterprise as a legal entity by transferring to it a part of its property (subsidiary enterprise). At the same time, it may, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court.

The sole executive body of a unitary enterprise is its head (director, CEO), appointed by the owner of the property of a unitary enterprise. Accordingly, in his work, the head of a unitary enterprise is accountable to the owner who appointed him.

The head of a unitary enterprise acts on behalf of this enterprise without a power of attorney, including representing its interests, making transactions in accordance with the established procedure, approving the structure and staffing of the unitary enterprise, hiring employees of such an enterprise, concluding with them, changing and terminating employment contracts, issues orders, issues powers of attorney in order, established by law. In addition, he organizes the implementation of decisions of the owner of the property of a unitary enterprise.

The head of a unitary enterprise is not entitled to be a founder (participant) of any legal entity, to hold positions or engage in other paid activities in government bodies, local governments, commercial and non-profit organizations (except for teaching, scientific and other creative activities), engage in entrepreneurial activity, be the sole executive body or a member of the collegial executive body of a commercial organization, except for cases where participation in the bodies of a commercial organization is included in official duties this leader, as well as take part in strikes.

The head of a unitary enterprise reports on the activities of the enterprise in the manner and within the time limits determined by the owner of the property of this unitary enterprise.

Depending on the basis of which real right property is assigned to a unitary enterprise, the law distinguishes the following types of unitary enterprises:
- state (federal, as well as enterprises of the constituent entities of the Russian Federation) and municipal enterprises (unitary enterprises of this type are based on the right of economic management);
- state-owned enterprises (federal, state-owned enterprises of the constituent entities of the Russian Federation, municipal). The property of enterprises of this type is assigned on the basis of the right of operational management.

Features of these types of unitary enterprises are considered in the comments to Articles 114, 115.