Economic partnerships and societies are recognized commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it by right of ownership. In cases provided for by the Civil Code, a business company can be created by one person who becomes its the only participant. Participation may be prohibited or limited by law individual categories citizens in business partnerships ahs and companies, with the exception of open joint-stock companies. Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by the Civil Code and other laws. A contribution to the property of a business partnership or company can be money, securities, other things or property rights or other rights that have a monetary value. The monetary valuation of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to independent expert verification. Business partnerships, as well as limited and additional liability companies, do not have the right to issue shares. Participants in a business partnership or company have the right to: 1. participate in the management of the affairs of the partnership or company; 2. receive information about the activities of the partnership or company and get acquainted with its accounting books and other documentation in the manner established by the constituent documents; 3. take part in the distribution of profits; 4. in the event of liquidation of a partnership or company, receive part of the property remaining after settlements with creditors, or its value. Participants in a business partnership or company are obligated to: 1. make contributions in the manner, amount, methods and timing, cat. provided for by the constituent documents; 2. not disclose confidential information about the activities of the partnership or company. Business partnerships and companies of one type may be transformed into business partnerships and companies of another type or into production cooperatives by decision general meeting participants. When transforming a partnership into a company, each general partner who has become a participant (shareholder) of the company, for two years, bears subsidiary liability with all his property for the obligations transferred to the company from the partnership. Alienation by a former partner of his shares (shares) does not relieve him of such liability. These rules also apply when transforming a partnership into a production cooperative. Historically, business partnerships were the first to be created, involving the association, first of all, of persons, as well as capital. The participants of a business partnership, as a rule, are well acquainted with each other, the relationships between the participants of the business partnership are of a personal and confidential nature, the partners are required to personally participate in entrepreneurial activity business partnership. Participants in a business partnership bear subsidiary liability for the obligations of the business partnership. Currently, Russian civil legislation provides for the existence of such types of business partnerships as general partnerships and limited partnerships. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations, investors in limited partnerships can be citizens and legal entities. Government bodies and local government bodies do not have the right to act as investors in limited partnerships, unless otherwise established by law (as well as participants business entities). Business companies, in contrast to business partnerships, involve, first of all, the association of capital, and not persons, while the personal participation of participants in the business company in the entrepreneurial activities of the business company is usually not required, therefore the identity of the participant in the business company does not matter; participants in the business company can be citizens and legal entities. Participants of a business company are not liable for the obligations of the company, risk only through their contribution to its authorized capital. Business companies can be created in the form of a joint stock company, a limited liability company or an additional liability company.

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More on topic 8. Legal status of business companies:

1. 13-14. Concept, types and features of the legal status of BUSINESS PARTNERSHIPS AND COMPANIES
2. Legal status of certain forms of economic entities: business entities, types, characteristics, differences.
3. 21. Responsibility of members of the management bodies of a business company for losses caused. The procedure for making major transactions by a business company. Judicial protection of society and participants in case of violation of the procedure for carrying out major transactions.
4. 20. Legal status of business partnerships. Management in business partnerships
5. 1.3. Characteristics of individual organizational and legal forms of business companies.
6. 18.Citizens as subjects of economic law. Legal status of individual entrepreneurs.
7. 14. Legal status of certain forms of business entities: business partnerships, types, characteristics, differences.

General provisions. The decisive ones among commercial legal entities (business companies) in the field of entrepreneurship are business companies, which have the greatest significance and provide ample opportunity to demonstrate initiative.

Business companies occupy important place among business entities operating on the territory of Ukraine.

Their activities are regulated by the Economic Code of Ukraine, the Civil Code of Ukraine and the Law of Ukraine “On Business Companies” dated November 19, 1991.

Articles 79-92 of the Economic Code of Ukraine determine the basic rules for the activities of business entities.

According to Art. 113 of the Civil Code of Ukraine, a business company is legal entity, the authorized (share) capital of which is divided into shares between participants.

Business societies can be created in the form full society, limited company, limited or additional liability company, joint stock company.

A participant in a business company can be an individual or a legal entity. Restrictions on participation in business companies may be established by law.

A business company, in addition to full and limited companies, can be created by one person, who becomes its sole participant.

The business company is the owner of: -

property transferred to him by the company's participants as a contribution to the authorized (share) capital; -

products produced by the company as a result of economic activities; -

income received; -

other property acquired on grounds not prohibited by law.

A contribution to the authorized (share) capital of a business company can be money, securities, other things or property or other alienable rights that have a monetary value, unless otherwise provided by law. The monetary valuation of the contribution of a participant in a business company is carried out by agreement of the company's participants, and in cases established by law, it is subject to independent expert verification (ST.115GK).

Art. 116 of the Civil Code determines the rights of participants in a business company.

Participants of a business company have the right, in the manner established by the constituent document of the company and the law: -

take part in the management of the company in the manner specified in the constituent document, except in cases established by law; -

take part in the distribution of the company’s profits and receive part of it (dividends); -

leave society in the prescribed manner; -

alienate shares in the authorized (share) capital of the company, securities that certify participation in the company, in the manner prescribed by law; -

receive information about the activities of the company in the manner established by the constituent document.

Participants in a business company may also have other rights established by the constituent document of the company and the law.

According to Art. 117 of the Civil Code, participants in a business company are obliged to: -

comply with the founding document of the company and implement the decisions of general meetings; -

fulfill their obligations to the company, including those related to property participation, as well as make contributions (pay for shares) in the amount, manner and means provided for by the constituent document; -

not to disclose trade secrets and confidential information about the activities of the company.

Participants in a business company may also have other obligations established by the company’s constituent document and law.

In accordance with the Law “On Business Societies”, the contributions of participants and founders of the company can be buildings, structures, equipment and other material assets, securities, land plots in accordance with the Land Code of Ukraine, the rights to use water and other natural resources, buildings, structures, equipment, as well as other property rights (including intellectual property), funds, including in foreign currency.

The contribution, valued in hryvnias, constitutes the share of the participant and founder in the authorized capital. The procedure for assessing contributions is determined in constituent documents society, unless otherwise provided by the legislation of Ukraine.

Do not use for forming authorized capital budgetary funds, funds received on credit and on collateral.

The company creates a reserve (insurance) fund in the amount established by the constituent documents, but not less than 25 percent of the authorized capital, as well as other funds, provided for by law Ukraine or the constituent documents of the company.

Transactions concluded on behalf of the company before its registration are recognized as concluded by it only subject to their subsequent approval by the company.

State tax office filed a claim with the arbitration court to invalidate the transaction concluded by the company and the company on the development of design documentation, citing the conclusion of this transaction before state registration society and considering it contrary to the interests of the state and society. By the decision of the arbitration court, the claim was satisfied with reference to the non-compliance of the transaction with the requirements of the law and its signing in order to distort financial statements to evade taxes and mandatory payments. ^

By the decision of the supervisory authority, the decision in the case was canceled, the claim was rejected due to the compliance of the concluded transaction with the requirements of the law and the lack of proof of the defendants' intent to achieve a goal contrary to the interests of the state and society. (

The State Tax Inspectorate appealed to the Supreme Arbitration Court of Ukraine with a request to verify and cancel this decision for the reasons specified in the court decision.

Having checked the case materials and the applicant’s arguments, the judicial panel of the Supreme Arbitration Court of Ukraine for the review of decisions, rulings, and resolutions established the following

The company and the company entered into a transaction under which the company is obliged to fulfill certain work. At the time of this transaction, state registration of the company had not been carried out.

In accordance with Article 6 of the Law of Ukraine “On Business Companies”, the company acquires the right of a legal entity from the date of state registration.

Art. 8 of this Law provides that a company can enter into transactions only after its registration. Transactions concluded on behalf of the company before registration are recognized as concluded by it only subject to their subsequent approval by the company.

From the case materials, it was clear that, although the disputed transaction was concluded before the company acquired legal capacity, the obligations under the transaction were fulfilled by the company after its state registration: the design documentation was transferred to the customer on the basis of the relevant act, and the cost of the relevant work was paid to the customers.

This indicates the companies' subsequent approval of the disputed transaction.

Considering that the state tax inspectorate did not provide evidence to the arbitration court about the purpose of the transaction, which was contrary to the interests of the state and society, the decision of the arbitration court was left unchanged [Business. Accounting. - 2001. - No. 28/2. - P.24-25].

The Economic Code of Ukraine, the Civil Code of Ukraine and the Law “On Business Companies” name five types of business companies: full companies, limited companies, limited liability companies, additional liability companies and joint stock companies.

Among these types, the most common in business practice in Ukraine are joint-stock companies and limited liability companies.

Full Society

In accordance with Article 119 of the Civil Code of Ukraine, a full public company is a company whose participants, in accordance with the agreement concluded by them, carry out entrepreneurial activities in the name of the company and jointly and severally bear additional (subsidiary) liability for its obligations with all property, belonging to them.

A person can be a member of only one general partnership.

A participant in a general partnership does not have the right, without the consent of other participants, to carry out transactions on his own behalf and in his own interests or in the interests of third parties that are similar to those that constitute the subject of the company’s activities.

In case of violation of this rule, the company has the right, at its own discretion, to demand from such participant compensation for damages caused to the company or transfer to the company of all benefits acquired through such damages.

The name of the general company must contain the names (names)

h) all its participants, the words “full society” or contain the name (name) of one or more participants with the addition of the words “and company”, as well as the words “full society”.

According to Art. 120 of the Civil Code, a general society is created and operates on the basis of a constituent agreement, which is signed by all its participants.

The founding agreement of a general company, in addition to the information provided for in Article 88 of the Civil Code, must contain information about: the size and composition of the company's share capital; the size and procedure for changing the shares of each participant in the share capital; the size, composition and timing of their contributions.

The management of the affairs of a full society is carried out by the general consent of all participants. The founding agreement of the company may provide for cases when the decision is made by a majority vote of the participants. Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes.

A full company differs from a joint stock company and limited and additional liability companies in several ways: -

lack of legal requirements regarding the size and procedure for the formation of property, the resolution of these issues is the prerogative of the participants and is fixed in the constituent agreement; -

the constituent document is the constituent agreement; -

the absence of management bodies of the company, since the management of the company’s affairs is carried out by its participants; -

members of the company jointly and severally bear subsidiary liability for the obligations of the company with all their property, which may be subject to foreclosure; -

legislatively established restrictions for participants to compete with a general company and a prohibition of foreclosure on the share of a company participant for his own obligations.

The most characteristic distinctive feature of a full society is the establishment of joint, essentially unlimited liability of the company's participants with all their property for the obligations of the company. Such liability means that each participant in a general partnership is liable for the obligations of the company with all his property, regardless of his share in the general partnership and the share of participation of other participants. If it is impossible to collect the obligations of the company from one of the participants (for example, due to his bankruptcy), his liability for the obligations of the company must be borne by the remaining participants of the company in proportion to their contributions.

Since the rule on the liability of company participants is imperative, it is not allowed to conclude an agreement between participants to limit liability. If such an agreement between the company's participants to change or reduce liability is nevertheless concluded, it will not have legal force. These rules apply not only to the founders of the company, but also to those of its participants who later joined the company after its state registration.

A full society is brought closer to a society with additional responsibility by the increased responsibility of society participants, however, this responsibility has different character: if in a company with additional liability liability concerns only a certain part of the property belonging to the participants, in the same short amount for all participants to the amount of contributions made by them, then in a full society this liability is not limited to such a framework, but concerns all the property of the participants.

This type of business company is attractive to its potential counterparties, since its advantage is a strict system of responsibility for participants, which serves additional guarantee in business relations. At the same time, the system of responsibility of each of the participants in a full society for all the others presupposes the existence of personal trust relationships between the participants, which narrows the scope of application of this form of economic society.

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Business societies- these are organizations created by one or more persons by combining (separating) their property for conducting business activities. Business companies are among the so-called. "capital pools".

Economic societies are a generic concept that denotes several independent species commercial legal entities. They can be created in the form of a joint stock company, a limited liability company or an additional liability company.

What these forms have in common is that their authorized capital is divided into shares. This is what distinguishes business societies from other commercial organizations.

Property created through the contributions of founders (participants), as well as produced and acquired by a business company in the course of its activities, belongs to it by right of ownership.

Types of business entities:

A full company is a company whose participants, in accordance with an agreement concluded between them, carry out entrepreneurial activities on behalf of the company and jointly and severally bear additional (subsidiary) liability for its obligations with all the property that belongs to them;

A limited company is a company in which, together with the participants who carry out entrepreneurial activities on behalf of the company and jointly and severally bear additional (subsidiary) liability for its obligations with all property ( full participants), there are one or more participants (investors) who bear the risk of losses associated with the activities of the company, within the limits of the amounts of deposits made by them and do not take part in the activities of the company.

A limited liability company is a company established by one or more persons, the authorized capital of which is divided into parts that are established by the charter. At the same time, LLC participants are not liable for the obligations of the company and bear the risk of losses associated with the activities of the company within the framework of their contributions. And LLC participants who have not fully made contributions bear joint liability for the obligations of the company within the value of the unpaid part of the contribution of each participant.

A joint stock company is a company whose authorized capital is divided into a certain portion of shares of the same par value. At the same time, shareholders are not liable for the obligations of the company and bear the risk of losses associated with the activities of the company, within the value of the shares that they own. And shareholders who have not fully paid for the shares, in cases established by the charter, are liable for the obligations of the company within the framework of the unpaid portion of the value of the shares they own.

Business companies are organizations created by one or more persons by combining and separating part of their property to conduct business activities. Here, the guarantee of the rights of creditors is the property of a legal entity (in particular, its authorized capital), since only at the expense of it, and not at the expense of the property of the founders, can the claims of the company’s creditors be satisfied. Thus, in business companies the degree of separation of property (and, as a consequence, property liability) of a legal entity from the property of the founders is significantly higher than in business partnerships. This explains their convenience as a form of business organization and widespread in modern usage.

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Business partnerships- these are contractual associations of several persons to jointly conduct business activities under a common name.

Types:

Full partnership (participants jointly and severally bear subsidiary (additional) liability for its obligations with all their property). It arises on the basis of an agreement between several participants, which can only be entrepreneurs.

Limited partnership (consists of two categories of participants: general partners (who are jointly and severally liable for its obligations with their property), and fellow investors (who are not liable for the obligations of the enterprise)).

8. Civil legal status of business entities. Types of business entities.

H.O. They are associations of capital; their participants are not required to personally participate in the conduct of the company’s affairs, therefore any persons can be participants. State bodies and local government bodies cannot act as participants in the H.O., unless otherwise provided by law.

Types of H.O.:

with limited liability (a company established by one or more persons is recognized, in which: a) the authorized capital is divided into shares, the sizes of which are determined by the constituent documents; b) the participants are not liable for its circumstances with their property and bear the risk of losses associated with the activities of the company, within the limits of the value of the contributions made by them)

with additional liability (recognized as established by one or more persons of society, the authorized capital of which is divided into shares of sizes determined by the constituent documents; participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company)

joint-stock company (a company is recognized whose authorized capital is divided into a certain number of shares, expressed in securities - shares; participants of the joint-stock company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares owned by them)

The joint stock company is divided into:

open joint-stock company (a joint-stock company whose participants can alienate their shares without the consent of other shareholders. The minimum capital of an OJSC is 1000 minimum wages.)

Closed joint stock company (a joint stock company whose shares are distributed only among its founders or other predetermined circle of persons. The minimum authorized capital of a closed joint stock company is 100 minimum wages.)

9. Non-profit organizations as subjects of civil law.

The activities of non-profit organizations are regulated by the Civil Code of the Russian Federation, Federal Law dated January 12, 1996 No. 7 “On Non-Profit Organizations”, as well as special laws devoted to types of N.O.

BUT. - these are organizations that do not have profit as the main goal of their activities and do not distribute the profits between their participants. N.O. are created to achieve socially useful goals and are endowed with special (target) legal capacity.

Depending on the rights of the participants, N.O. can be divided

N.O. in respect of which their participants have obligatory rights (consumer cooperatives and non-profit partnerships)

N.O., the founders of which retain ownership of the property transferred to them. (institution - an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature.)

N.O., in respect of which their founders do not have property rights. Such organizations have the right of ownership to the property transferred to the founders. (a fund is a non-membership N.O., established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals; associations and unions are N.O. ., which are created to coordinate the activities of legal entities engaged in homogeneous activities, represent and protect their common interests, implement joint programs.; or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services - voluntary associations of citizens are recognized on the basis of common interests to satisfy them. spiritual or other non-material needs)

2.1 Limited liability company

Previously, the organizational and legal form of an enterprise, which practically coincided with a limited liability company (LLC), was a Limited Liability Partnership (LLP). Its legal status was provided for and regulated today by the largely repealed Law No. 445-1 of December 25, 1990 “On enterprises and business activities in the RSFSR.” The Civil Code of the Russian Federation, adopted by the State Duma on October 21, 1994 and which came into force in terms of regulating relations related to the main forms of business organization (Chapter 4 “Legal Entities”), since December 1994, extended the relevant rules on limited liability companies (LLC ) for limited liability partnerships. In addition, the Federal Law of the Russian Federation “On the entry into force of part one of the Civil Code Russian Federation» No. 52-FZ of November 30, 1994 established that the constituent documents of limited liability partnerships are subject to being brought into compliance with the norms of the Civil Code in the manner and within the time frame that will be determined when the Law on Limited Liability Companies is adopted.

The Law of the Russian Federation “On Limited Liability Companies” (hereinafter referred to as the Law on Companies) came into force on March 1, 1998. From this moment on, the constituent documents of limited liability companies and Limited Liability Partnerships created before March 1, 1998 apply to the extent , which does not contradict the Law on Companies. In addition, the Law on Companies obliges the constituent documents of these legal entities to be brought into compliance with it no later than January 1, 1999.

However, this rule does not apply to all companies; LLCs and LLPs, the number of participants of which as of March 1, 1998 exceeds 50, must, before July 1, 1998, be transformed into joint-stock companies or production cooperatives or reduce the number of participants to 50.

The basis of the norms of the Law on Companies is the Civil Code of the Russian Federation, which establishes general provisions on commercial organizations, including companies. In addition, the Civil Code indicates the need to adopt a special law on limited liability companies, and the adopted Law on Companies develops and regulates in detail the provisions laid down in the Civil Code.

A limited liability company, in accordance with the Civil Code and the Law on Companies, is a business company whose authorized capital is divided between participants into shares of certain sizes. Its participants bear the so-called limited liability for the activities of the company, i.e. they are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made. The law allows a company participant to pay the due share in the authorized capital over a certain time, and not at a time. In this case, participants who have not fully contributed to the authorized capital of the company bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of each of its participants.

Only the company is the owner of the property it owns, including contributions of founders (participants) to the authorized capital of the company. Consequently, the participants of the company have in relation to it only obligatory, but not real rights to property. A company participant can claim his property only in cases of its liquidation, upon his withdrawal from it and other cases when it must make settlements with him, for example, in the event of failure to obtain consent from the remaining participants in the company to alienate a share to another participant.

The company is a commercial organization, making profit for it is the main goal of its activities. This means that it can carry out any type of business activity, in contrast to non-profit organizations, which have the right to conduct business activities only insofar as it serves the goals for which they were created. Thus, for societies the principle “everything is permitted that is not prohibited by law and charter” applies. The company can engage in certain types of activities, the list of which is determined by federal laws, only on the basis of a special permit (license). The types of activities subject to licensing are determined by the Law of the Russian Federation of September 16, 1998 No. 158-FZ “On licensing of certain types of activities.” If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to conduct such activity as exclusive, then the company during the period of validity of the special permit (license) has the right to engage only in those types of activities that are provided for by the special permit (license) and related types activities.

The company is considered created as a legal entity from the moment of its state registration. The legal capacity of a company ceases with its liquidation and the entry of this into the unified state register of legal entities. Unless other conditions are specified in the charter, the company operates without a time limit.

Participants in the company, as noted above, have “limited” responsibility for its activities. In turn, the company is liable for its obligations with all its property and is not liable for the obligations of its participants. However, in certain cases there may be exceptions to this rule. This Law creates a significant risk for the participant with the subsequent possibility of his liability arising in the event of insolvency (bankruptcy) of the company caused by the guilty actions of the participant.

The company must have a full name in Russian and a postal address at which it can be contacted. The location of the company as a general rule is determined by the place of its state registration. However, the constituent documents may establish that it is the permanent location of its management bodies or the main place of its activities. The legislator obliges the company to use the words “limited liability company” or the abbreviation LLC in the full and abbreviated corporate name of the company, respectively, and allows the use of the name of the company in any language.

2.2. Additional liability company

A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital, is called an additional liability company.

The basic provisions on companies with additional liability are established by Art. 95 Civil Code. The specificity of an ALC lies in the special nature of the property liability of participants for its debts:

liability is subsidiary, claims can be made against participants only if the company’s property is insufficient for settlements with creditors;

liability is joint and several, creditors have the right to make demands in full or in any part against any of the participants who is obliged to satisfy them;

participants bear equal liability, i.e., equally multiple to the size of their contributions to the authorized capital;

the total amount of liability of all participants is determined by the constituent documents as a multiple (two-, three-fold, etc.) of the size of the authorized capital.

The corporate name of a company with additional liability must contain the name of the company and the words “with additional liability”.

In everything that is not specified in Art. 95, the rules of the Civil Code regarding LLCs apply to ALCs. It follows from this that the rules of the Federal Law “On Limited Liability Companies” will be applied to ALCs by analogy, since this will not contradict Art. 95 and the norms of this law.

This organizational and legal form differs from the design of a limited liability company only in the presence of additional liability of company participants for its debts with their personal property. However, such liability does not apply to the entire property of the participants (as in a general partnership), but only to a predetermined part of it, provided for by the constituent documents of the company. In the event of bankruptcy of one of the participants, his additional liability is distributed among the remaining participants, as if “increasing” to their shares (proportionally or in another order, for example, equally). Therefore, the total amount of additional guarantees to the company’s creditors remains unchanged. Thus, a company with additional liability occupies an intermediate position between partnerships (with unlimited liability of their participants) and companies (excluding the liability of participants).

This legal structure in the domestic legal order was enshrined in the Civil Code of 1922, which called it a “limited liability partnership.” In contrast to the shortcomings of the generally accepted use of this concept, here it was used in strict accordance with the essence of the matter. This is exactly how the Russian legislator during the NEP represented the new construction of a limited liability company for that time.

2.3 Joint stock company

The concept of a joint stock company

In a market economy, enterprises and organizations of various organizational and legal forms operate, differing from each other in the ways in which their owners exercise their ownership rights to their property, cash, securities, including shares, of these objects of property.

One of such organizational and legal forms through which property rights are exercised is a joint-stock company. In accordance with Article 96 of the Civil Code of the Russian Federation, a joint-stock company is a company whose authorized capital is divided into a certain number of shares; Participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. At the same time, shareholders who have not fully paid for the cost of the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the cost of the shares they own.

A joint stock company is a commercial organization, i.e. one that pursues making a profit as the main goal of its activities (clause 1 of Article 50 of the Civil Code of the Russian Federation), as a legal entity.

In turn, shareholders own shares as property rights - securities that do not have a proprietary nature, although they give them certain rights. This means that the shareholder does not have the right to demand that the company return his shares to the company and return the money paid for them cash, other compensation. A shareholder can sell, donate or bequeath his shares in the manner prescribed by law. This limitation of a shareholder’s ability to withdraw from its membership is of great importance for the company: the stability of the authorized capital, the financial basis of the company, is guaranteed when there is a change of shareholders.

Clause 1, part 2, of the Law of the Russian Federation “On Joint-Stock Companies” (hereinafter referred to as the Law) also contains a rule stating that shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. This means that in the event of bankruptcy of the company, respectively, in the event of depreciation of the shares, the shareholder loses the funds spent by him on the acquisition of shares.

According to Part 3 of Clause 1 of Article 2 of the Law, shareholders who have not fully paid for the shares bear joint liability for the obligations of the company to the extent of the unpaid portion of the value of the shares they own. This exception is based on the requirement of paragraph 1 of Article 34 of the Law, according to which the shares of a company upon its establishment must be fully paid within a year from the date of its registration, and additional shares of the company - no later than one year from the date of their acquisition (placement).

Clause 3 of Article 2 of the Law reproduces the provisions of Article 49 of the Civil Code of the Russian Federation in relation to joint-stock companies, according to which a legal entity may have civil rights corresponding to the goals of its activities provided for in its constituent documents, and bear responsibilities associated with these activities. Commercial organizations, with the exception of unitary enterprises and other types of organizations provided for by law, may have civil rights and bear civil responsibilities necessary to carry out any types of activities not prohibited by law. society, is the charter. He is... equity capital society//Law, 1997, No. 5, p. 35. 7. Kashanina T.V. Household partnerships and society: legal regulation of intra-company...