Vindication of Contribution to Chartered Capital during the Creation of a Corporation (LLC)

2016 ◽  
Vol 4 (4) ◽  
pp. 0-0
Author(s):  
Dmitriy Loryents
Keyword(s):  
Russian Federation ◽  
Limited Liability ◽  
Scientific Work ◽  
Limited Liability Company ◽  
Legal Entity ◽  
Economic Entity ◽  
Bona Fide ◽  
The Will ◽  
The Russian Federation ◽  
State Registration

This scientific work analyzes the characteristics of vindication of specific things that are contributed to the Chartered capital of a Limited Liability Company (LLC). The author critically assesses the doctrinal and judicial positions in relation to the commutative nature of contributions to the Chartered capital. The non-gratuitous nature of the contribution acquisition is artificial and unusual. The economic entity doesn’t provide the founder with the share in the Chartered capital as it does not possess it. The share is acquired by the founder by virtue of law in connection with the LLC state registration and is a converted contribution. In the light of the civil legislation reform in the Russian Federation and with regard to the English law particular attention is paid to understanding the bona fide of a legal entity through the behavior of its head. Under certain circumstances, it’s not reasonable to regard the head’s evil conscience as the will of the company. In case of a claim for the recovery of contributions to the Charter capital prior to the state registration of the Corporation in the register, the claim should be reported directly to the contributed assets, which are advisable to position as an “unused” contribution. The court must suspend the case until the establishment of a legal entity.

scholarly journals Recovery of Damages from the Head of an Economic Entity: Legislation of the Russian Federation and Law Enforcement Practice

2019 ◽  
Vol 62 ◽  
pp. 10003
Author(s):  
Y.A. Dorofeeva ◽  
M.N. Zubkova
Keyword(s):  
Law Enforcement ◽  
Russian Federation ◽  
Good Faith ◽  
Legal Entity ◽  
Historical Method ◽  
Economic Entity ◽  
Legal Method ◽  
The Russian Federation ◽  
The Right ◽  
Legal Entities

A legal entity as a union recognized in law and absent as an independent entity outside the law, exists and carries out its activities through the governing bodies whose composition and competence are always predetermined by the norms of positive law. Undoubtedly, the rights of the governing bodies of a legal entity, as well as the duties of the head of the organization, must be strictly predetermined and have limits defined by law. Failure of this rule would mean the possibility of abuse of the right by the governing bodies of legal entities, their release from the obligation to lead the organization in good faith and reasonably, evasion from the fulfillment of obligations assumed by the legal entity through the sole executive body or another governing body of the organization. In order to prevent harm to the organization and third parties, the governing bodies of the legal entity, the legislator set certain rules for the activities of the governing bodies of the legal entity, as well as the grounds for applying measures of responsibility for violating such rules. The responsibility of the head includes the recovery of damages caused by his fault to a legal entity. The purpose of the study is to analyze the grounds and conditions for recovery of damages caused by the head of the organization in the legislation of the Russian Federation and arbitration practice. The objectives of the study are to determine the grounds for liability of the head of a legal entity in the form of damages, show the genesis of the formation of Russian legislation and the practice of its use by courts on recovering losses of a legal entity from the head of an organization, identify criteria for determining the presence of both good faith and reasonableness in the behavior of managers of legal entities, brought to responsibility in the form of the obligation to pay damages to the organization they lead. In carrying out the study, such methods were used as: general scientific - analysis, synthesis, comparison, generalization, historical method; private-scientific: formal-legal, comparative-legal, allowing to consider the issues of bringing to responsibility in the form of recovery of damages of the head of a legal entity; Formal legal method for determining the content of abstract categories - reasonableness, good faith, permissible behavior, method of system-structural analysis - to study the possibility of applying damages as a form of responsibility for the guilty behavior of a special entity - the head of a legal entity The result of the study is the establishment of the grounds and conditions for applying to the head (former head) of a legal entity responsibility in the form of recovery of damages caused to the organization managed by it, in the legislation of the Russian Federation and judicial practice. The findings and results of the study can be used for further research and as educational material, in legislative work and in law enforcement practice.

scholarly journals TO THE QUESTION OF THE VALUE OF THE CONSTITUTION AGREEMENT WHEN CREATING A LIMITED LIABILITY COMPANY

2020 ◽  
Vol 5 (3(72)) ◽  
pp. 35-38
Author(s):  
O.A. Brauzman
Keyword(s):  
Russian Federation ◽  
Limited Liability ◽  
Limited Liability Company ◽  
The Russian Federation ◽  
Legislative Changes

In the article, the author examined the legislative changes in the number of constituent documents when creating a limited liability company in the Russian Federation. The author has analyzed the provisions of such documents as, memorandum of association, foundation agreement and charter. As a result of consideration of the value of the memorandum of association, the author concluded that the legislative changes introduced are appropriate

scholarly journals HEREDITARY FUND - NEW CATEGORY IN THE CIVIL LEGISLATION OF THE RUSSIAN FEDERATION

2017 ◽  
Vol 21 (6) ◽  
pp. 195-200
Author(s):  
Y. A. Tarasov ◽  
G. S. Ignatenko ◽  
N. A. Gulyaev ◽  
D. V. Tertichnikov
Keyword(s):  
Russian Federation ◽  
Civil Law ◽  
Civil Code ◽  
Property Management ◽  
Fund Management ◽  
Legal Entity ◽  
The Will ◽  
The Russian Federation ◽  
The Moment

New category in the Russian civil law (hereditary fund) is described in the article. Hereditary fund represents Russian analog of widespread institute of trust in Europe. Norms regulating activity of hereditary funds will be active from 09.01.2018. Hereditary fund is created by the Civil Code of the Russian Federation to will citizen. On the basis of his property the fund which is carrying out activities for property management receives inheritance. It can be termless or during a certain term. Only one person can create hereditary fund. Hereditary fund is created after the death of the citizen according to his will. To create hereditary fund it is necessary to have the will of the citizen which contains decision on hereditary fund creation. It is also necessary to have fund charter and fund management. The application for hereditary fund creation is submitted by the notary within 3 days from the moment of hereditary opening. As legal entity hereditary fund has isolated property which is formed by provided law. The property from fund is transferred to persons who are named in the decision on hereditary fund establishment or separate categories from an uncertain circle of people defined according to fund charter. The structure of hereditary fund bodies or an order of their formation is also defined by the testator. Despite introduction of a new design to the Russian civil law there are reasonable doubts whether hereditary funds will become popular in Russia or not. It is connected with a number of gaps which are in adopted law.

scholarly journals PROBLEMS OF QUALIFICATION OF CLAIMS OF CREDITORS AFFILIATED WITH THE DEBTOR IN BANKRUPTCY CASES

2020 ◽  
pp. 26-30
Author(s):  
Y.V. Holodenko ◽  
D.M. Nazemcev
Keyword(s):  
Supreme Court ◽  
Russian Federation ◽  
Positive Development ◽  
Legal Entity ◽  
Judicial Practice ◽  
The Supreme Court ◽  
Bona Fide ◽  
The Russian Federation ◽  
The Law ◽  
Debt Obligation

Along with the positive development of the institution of bankruptcy in Russia, there are mixed problemsin judicial practice. One such problem is the fate of the contractual claims of the controlling persons of theorganization and other affiliated creditors in the bankruptcy of the legal entity. The law does not explicitlyprohibit the financing of a corporation, through civil designs. However, problems regarding the qualificationof such financing methods arise when a society falls into bankruptcy proceedings. In this part, the courtsare faced with questions about the possibility of reclassifying the debt obligation into a relationship forthe precapitalization of society and recognizing the debt model of financing the requirement “arising fromparticipation.” This article is devoted to problems of qualification of claims of “corporate” creditors inbankruptcy cases. Various approaches of the Judicial Board on Economic Disputes of the Supreme Courtof the Russian Federation to loans issued by participants of economic companies are studied. The need toderogate from the position taken by the Supreme Court of the Russian Federation is justified in order toprotect the rights of bona fide participants of economic companies.

SOME ISSUES OF BRINGING CITIZENS TO ADMINISTRATIVE RESPONSIBILITY FOR ILLEGAL ENTREPRENEURSHIP

2019 ◽  
pp. 51-58
Author(s):  
Alexei Popov
Keyword(s):  
Russian Federation ◽  
Legal Issues ◽  
Legal Entity ◽  
The Russian Federation ◽  
State Registration ◽  
Administrative Proceedings ◽  
Entrepreneurial Activities ◽  
Administrative Responsibility

The article analyzes the substantive and procedure legal issues of bringing citizens to administrative responsibility for entrepreneurial activities without state registration as an individual entrepreneur or legal entity (an administrative offense provided for by p. 1 of Art. 14.1 of the Administrative Offenses Code of the Russian Federation). Based on the analysis of legal acts and practice of initiating administrative proceedings the author concludes that there is the need to clarify a number of norms of the Administrative Offenses Code of the Russian Federation.

scholarly journals COMPARATIVE LEGAL ANALYSIS OF THE PROCEDURE FOR ESTABLISHING A COMPANY WITH A LIMITED LIABILITY UNDER THE LEGISLATION OF THE RUSSIAN FEDERATION AND THE FEDERAL REPUBLIC OF GERMANY

2020 ◽  
Vol 5 (3(72)) ◽  
pp. 39-43
Author(s):  
O.A. Brauzman
Keyword(s):  
Federal Republic ◽  
Russian Federation ◽  
Limited Liability ◽  
Federal Republic Of Germany ◽  
Limited Liability Company ◽  
Legal Analysis ◽  
Domestic Legislation ◽  
The Russian Federation ◽  
A Company

The article considers the possibility of borrowing the provisions of the legislation of the Federal Republic of Germany in relation to the institution of a limited liability company in the legislation of the Russian Federation. The author has considered all the legislatively established stages of the establishment of a company in comparison with domestic legislation and concluded that it is advisable to improve Russian legislation by borrowing the considered provisions on the establishment of a company under the laws of the Federal Republic of Germany.

scholarly journals CIVIL LEGAL NATURE OF RELATIONS BETWEEN LEGAL ENTITY AND ITS FOUNDERS

THE BULLETIN ◽  
2021 ◽  
Vol 389 (1) ◽  
pp. 284-289
Author(s):  
K.S. Zhylkichieva ◽  
A.A. Kalybaeva ◽  
G.Zh. Koshokova
Keyword(s):  
Limited Liability ◽  
Kyrgyz Republic ◽  
Limited Liability Company ◽  
Bank Account ◽  
Legal Entity ◽  
Legal Nature ◽  
Analysis And Synthesis ◽  
The Law ◽  
State Registration ◽  
Authorized Capital

The article analyzes using the normative and systematic methods, as well as analysis and synthesis, the content of the statements of Civil Code of the Kyrgyz Republic, the Law of the Kyrgyz Republic "On economic partnerships and companies" and the Law of the Kyrgyz Republic "On state registration of legal entities, branches (representative offices)" and the works of Kyrgyz and Russian legal scholars. Within the framework of this article, the features of civil-legal nature of relations between legal entity and its founders are considered on the example of such legal entity as Limited Liability Company. The result of the authors' research is the statement – legal address of organization is determined in the decision to create legal entity, and is also established in all of its constituent documents. The legislation only stipulates when legal address changes, legal entity must notify state authorities about it. The authors come to the conclusion such lacuna in the legislation of the Kyrgyz Republic contributes to violation of rights of creditors of legal entity, since if it fails to fulfill obligations, it is rather difficult to find location of legal entity or location of its property. According to the authors, it is necessary to provide for minimum amount of authorized capital of legal entity in the norms of legislation and establish this capital should be placed in special bank account. Such decision will allow, firstly, to guarantee availability of any compensation to creditors for obligations of legal entity, and secondly, it will somewhat reduce number of registered such entities.

INHERITANCE OF THE PROPERTY OF A MEMBER OF A PEASANT (FARMER) FARM

2021 ◽  
Author(s):  
Татьяна Алексеевна Безгодкова ◽  
Людмила Дмитриевна Туршук
Keyword(s):  
Russian Federation ◽  
Legal Regulation ◽  
Civil Code ◽  
Peasant Farmer ◽  
Legal Entity ◽  
The Russian Federation

В статье рассматриваются проблемы правового регулирования наследования имущества члена крестьянского (фермерского) хозяйства. КФХ может существовать в двух формах: как юридическое лицо и без образования юридического лица. ГК РФ определяет порядок перехода по наследству имущества лишь КФХ без образования юридического лица. The article deals with the problems of legal regulation of inheritance of property of a member of a peasant (farmer) farm. PFF can exist in two forms: as a legal entity and without the formation of a legal entity. The Civil Code of the Russian Federation defines the procedure for the inheritance of property only in a farm without the formation of a legal entity.

New draft Federal law "Land Management" Is full of flaws

2021 ◽  
Author(s):  
I.D. Stafiychuk ◽  
A.N. Kutliyarov ◽  
D.N. Kutliyarov ◽  
A.D. Lukmanova ◽  
R.R. Khisamov ◽  
...  
Keyword(s):  
Natural Resources ◽  
Land Management ◽  
Russian Federation ◽  
Industrial Complex ◽  
Federal Law ◽  
Land Relations ◽  
The Russian Federation ◽  
The Government ◽  
Wide Experience ◽  
State Registration

The article considers a new version of the draft Federal Law "Land Management" finalized after consideration with the Federal Service for State Registration, Cadastre and Cartography (Rosreestr) of the Department of Natural Resources, Land Relations and Agro-Industrial Complex of the Government of Russia and submitted on December 11, 2020 for approval in the Ministry of Agriculture of the Russian Federation. The article contains critical remarks and proposals, and also underlines the necessity to take wide experience of our country into account.

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