scholarly journals Corporations in Ukrainian Law

Legal Ukraine ◽  
2020 ◽  
pp. 26-35
Author(s):  
Keyword(s):  
Property Rights ◽  
Legal System ◽  
Civil Code ◽  
Corporate Law ◽  
Company Law ◽  
Legal Concept ◽  
Legal Entity ◽  
Corporate Rights ◽  
General Sign ◽  
Legal Entities

This article deals with the special development of the company (or rather corporate) law in Ukrainian legal system. The current legislation does not set the concept of corporation. As a result, the consept «corporation» is the center of the scientific discussions. Judicial practice forms different conceptions of the concept «corporation» also. At the same time, the concept «corporation» is the general element of the company law development in the future. The legal concept of the corporate relationships forms one their general sign only. The object of these relationships is the corporate rights. The form of the legal entity predetermines the maintenance of the corporate rights. Thus, the list of subjects is the criterion for the corporate nature of the relationships. The maintenance of the concept «corporation» is different in the world legal systems. Thus, the implementation of this concept into our legal system is the difficult process. Being in past the post social state, Ukraine did not have the company (or corporate) law. The modern Ukrainian legislation has a high level of dynamics. It adapts to the necessities of modern society. All mentioned above circumstances need special criteria. Such criteria should form the maintenance of the concept «corporation». They are the most difficult problem. The main reasons of this situation are: the existence of two codes – Civil Code and Commercial Code; the existence of a lot of special legal acts. As a result, there are a lot of ways for understanding of the concept «corporation» in Ukrainian science: from some forms of the companies to all legal entities. The corporate relationships have got one general sign – the special legal connection between legal entity and it’s membership. Such connection is the nature of the corporation. The scientists formed a lot of signs of the corporation. For example, general social aim, association of persons and capitals, existence of property and non property rights for participants. The most of these signs are in all legal entities. At the same time, mentioned above list includes one special sign — the existence not only non property rights, but property rights too. The participants of the non-entrepreneurial legal entities have not property rights. It is not exists the property connection between the non-entrepreneurial legal entity and participants. What does the nature of the entrepreneurial legal entity? The aim to get the income it is not sufficient sign for entrepreneurial legal entity. According to provisions of the Civil Code, non-entrepreneurial legal entity may also to get income. All legal entities may get some income from activity in modern economic relationships. The nature of the entrepreneurial legal entities — distribution of income between the participants. As a result, participants of such legal entities have got full list of the corporate rights (including property and non-property rights). Thus, the corporate legal nature is the main feature for the entrepreneurial legal entity. Key words: corporation, legal entity, incom, corporate rights, entrepreneurial legal entity.

Codification of Rules of Corporate Legislation on Liability of Managers for Damages Caused to Legal Entities

10.12737/1812 ◽  
2013 ◽  
Vol 2 (1) ◽  
pp. 32-40
Author(s):  
Олег Гутников ◽  
Olyeg Gutnikov
Keyword(s):  
Supreme Court ◽  
Russian Federation ◽  
Civil Code ◽  
Corporate Law ◽  
Legal Entity ◽  
Plenary Meeting ◽  
The Supreme Court ◽  
The Russian Federation ◽  
Corporate Legislation ◽  
Legal Entities

The article covers various matters relating to liability of managers for damages. It contains analysis of particular corporate law rules in question with specific focus on the decree of Plenary meeting of the Supreme Court of the Russian Federation of July 30, 2013 N 62 “Certain Matters Connected with Compensation of Damages by Members of Management in Legal Entities”. The author comes to the conclusion that the rules of liability should be uniform irrespectively of the particular type of legal entity. There are also justifying arguments in support of introduction and codification of general provisions regarding liability of managers into the Russian Civil Code.

LIABILITY FOR THE DEBTS OF A DISSOLVED COMPANY. IS THE ITALIAN LEGAL SYSTEM LOSING CONTEST WITH OTHER EUROPEAN SYSTEMS?

2018 ◽  
Vol 9 (1) ◽  
pp. 59
Author(s):  
Federica Pasquariello
Keyword(s):  
Legal System ◽  
Legal Framework ◽  
Civil Code ◽  
Company Law ◽  
The Other ◽  
Contingent Liabilities ◽  
Protection Strategies ◽  
Legal Entities

Italian legal framework provides two credit protection strategies which can be employed to enforce the liability for debts ( both contingent liabilities and unpaid debit residuals ) of a dissolved company: the first based on Company Law , the other on Bankruptcy Law.According to Company Law, by virtue of art. 2495, Civil code, capital companies which have been removed from the Register after a liquidation process(1), are to be considered extinct. Moreover, according to the Court of Cassation, U.S.,February 22nd, 2010, no. 4060-4061-4062(2) the same conclusion can be drawn for partnerships because of systematic coherence. Therefore, following the cancellation from the Company Registry, the companies no longer exist neither as legal entities nor as subjects of law. Shareholder and liquidator will respond in different ways to any surviving or overdue social debt, according to artt. 2312 and 2495 c.c.

scholarly journals Juridical Review Of Nominee Agreement In Land Of Tenure Property Rights Under The Book Of Civil Law And Agraria

Jurnal Akta ◽  
2018 ◽  
Vol 5 (2) ◽  
pp. 441
Author(s):  
Indah Esti Cahyani ◽  
Aryani Witasari
Keyword(s):  
Property Rights ◽  
Legal System ◽  
Civil Law ◽  
Civil Code ◽  
Good Faith ◽  
Freedom Of Contract ◽  
Related Statement ◽  
The Subject ◽  
The Law ◽  
Legal Consequences

Nominee agreement is an agreement made between someone who by law can not be the subject of rights to certain lands (property rights), in this case that foreigners (WNA) and Indonesian Citizen (citizen), with the intention that the foreigners can master land de facto property rights, but legal-formal (de jure) land property rights are assigned to his Indonesian citizen. The purpose of this paper isto assess the position of the nominee agreement in Indonesia's legal system and the legal consequences arising in terms of the draft Civil Code and the Law on Agrarian. Agreement is an agreement unnamed nominee made based on the principle of freedom of contract and good faith of the parties. However, it should be noted that the law prohibits foreigners make agreements / related statement stock wealth / property (land) for and on behalf of others, sehingga the legal consequences of the agreement is the nominee of the agreement is not legally enforceable because the agreement was made on a false causa.Keywords: Nominee Agreement; Property Rights; Foreigners.

scholarly journals MODERN LEGISLATION REGULATING STATUS OF LEGAL ENTITY

THE BULLETIN ◽  
2021 ◽  
Vol 2 (390) ◽  
pp. 250-255
Author(s):  
K. S. Zhylkichieva ◽  
A. A. Kalybaeva ◽  
G. Zh. Koshokova
Keyword(s):  
Civil Law ◽  
Criminal Code ◽  
Civil Code ◽  
Kyrgyz Republic ◽  
Legal Entity ◽  
Analysis And Synthesis ◽  
The Status ◽  
The Law ◽  
General Regulation ◽  
Legal Entities

The article analyzes using the normative and systematic methods, as well as analysis and synthesis, the content of the statements of Constitution of the Kyrgyz Republic, Civil Code of the Kyrgyz Republic, Criminal Code of the Kyrgyz Republic, the Law of the Kyrgyz Republic «About Normative Legal Acts of the Kyrgyz Republic», the Law of the Kyrgyz Republic «On the Regulations of the Jogorku Kenesh of the Kyrgyz Republic» and the works of the legal scholars. It examined the provisions of laws adopted for general regulation and concludes they are serious problems, because of them there is a "blurring" of the contour of the legislation on legal entities in the article. The publication supports the opinion of the authors of the Concept for Development, according to which the regulation of the status of legal entities in the civil legal field can be characterized by a set of the laws and regula-tions in force in the Kyrgyz Republic, which do not always correspond to each other, as well as to the Civil Code. The low legal and technical level and ineffectiveness in practice are also shown by some adopted laws. It noted the Civil Code of the Kyrgyz Republic, adopted on May 8, 1996, created the new foundation for the regulation of legal entities, which was supplemented by many new laws over the next decades in the article. The authors come to the conclusion the fairly honest assessment can be applied to the established regulation – that with the main vector of development of the Concept of Civil Legislation in Kyrgyzstan, in general, there is an economic, social and well-grounded the logic and generally justifiable modern civil law in relation to legal entities. But at the same time, for many problems, correct solutions have not yet been found and no efficiency ratings have been given.

scholarly journals ECONOMIC COSTS ON THE CHANGE OF ORGANIZATIONAL AND LEGAL FORMS OF ECONOMIC DECREASE BY RECORDING OF THE CIVIL CODE OF UKRAINE AND CANCELLATION OF THE ECONOMIC CODE OF UKRAINE: TO DISCUSSION

2020 ◽  
Vol 22 (1(74)) ◽  
pp. 80-87
Author(s):  
I.V. ZABLODSKA ◽  
O.P. PODTSERKIVNIY ◽  
D.V. ZABLODSKA
Keyword(s):  
Economic Activity ◽  
Methodological Approach ◽  
Civil Code ◽  
Economic Costs ◽  
Legal Form ◽  
Real Cost ◽  
Corporate Rights ◽  
Legal Forms ◽  
State Registration ◽  
Legal Entities

Topicality. Today, the scientific environment discusses a legislative proposal to abolish the Economic Code of Ukraine and enshrined in the recodified Civil Code of Ukraine types of organizational and legal forms of management based on corporate rights. Aim and tasks The purpose of the article is to develop a methodological approach to determining the economic costs of bringing legal entities to their organizational and legal forms and constituent documents in accordance with the requirements of the recodified Civil Code of Ukraine through the abolition of the Economic Code of Ukraine. Research results. The number of legal entities that are registered in Ukraine has been determined, which should change the legal form of economic activity and types of economic expenses: obligatory, highly probable, and unlikely. Compulsory expenses include expenses of legal entities for state registration of changes in constituent documents, administrative fee, payment of notary services, printing expenses. In addition, many legal entities may incur expenses related to: payment of legal services of third parties on state registration of changes in the constituent documents, production of new seals and stamps, payment of additional duties for the employees of the company. It is through registration of necessary documents, holding general meetings founders, transportation expenses for visiting state registration bodies, payment for printing services, etc. For some businesses, the costs may be increased by the cost of services such as: re-licensing, re-contracting with counterparties, re-issuing leases of land and real estate, as well as the amount of downtime associated with a reorganization. Conclusion. According to the results of the costs calculation for the change by the legal entities of their organizational and legal forms and constituent documents in accordance with the requirements of the recodified Civil Code of Ukraine. It is established that each legal entity will spend almost three thousand UAH, and the maximum amount of expenses depends on the type of economic activity and the legal form of management, and thorough an analytical research is needed to calculate the real cost.

The OHADA Company Law and de facto companies

2020 ◽  
Author(s):  
Medret Lekunga Ndangoh
Keyword(s):  
Joint Ventures ◽  
Third Parties ◽  
Corporate Law ◽  
Company Law ◽  
Legal Entities ◽  
Business Relations

Abstract The propagation of de facto companies in the Organization for the Harmonization of Corporate Law in Africa’s (OHADA) Uniform Act on Company Law is so evident that it cannot be neglected. Some are permitted by the legislator (joint ventures) and others impose themselves (sociétés de fait and sociétés créées de faits). Contrary to other fields of law that reject factual situations, the OHADA Uniform Act on Company Law receives de facto companies and submits them to rules naturally meant for legal companies or legal entities. The purpose of this article is to determine the position of the OHADA Company Law with regard to the invasion of company law by de facto companies. A study of the Uniform Act on Company Law has revealed that de facto companies are recognized and treated as legal entities. We believe that the essence of this recognition is linked to the OHADA legislator’s desire to attain his or her objectives—namely, to secure business relations that can only be possible through the protection of the business, the interest of its partners, and even the interest of third parties.

scholarly journals CORPORATE LAW AND CORPORATE CULTURE AS A MEANS OF INFLUENCING EFFICIENCY

2020 ◽  
Vol 1(13) ◽  
pp. 97-103
Author(s):  
Oksana Korolovich ◽  
◽  
Maryna Resler ◽  
Vasyl Pihosh ◽  
◽  
...  
Keyword(s):  
Corporate Culture ◽  
Positive Impact ◽  
Basic Result ◽  
Practical Experience ◽  
Corporate Law ◽  
Practical Significance ◽  
Culture Form ◽  
Basic Principles ◽  
Corporate Rights ◽  
Legal Entities

Corporate law and corporate culture are a set of means of multidirectional influence on the efficiency of corporate legal entities, using the means of generating the effects of influence on efficiency in general, affecting specific numerical indicators of activity. In addition, corporate law regulates the relations that may arise during the creation, implementation and termination of economic activity, determines the means, forms and structure of the organization. The purpose of the article is to determine the features and basic principles by which corporate law and corporate culture form models of behavior that help achieve goals and optimize certain processes in the activities of corporate legal entities. The research methodology is based on the methods of logical analysis. In addition, the study used the method of critical analysis of scientific literature and practical experience. The results of the study allowed us to consider corporate culture and corporate law as specific means of modeling staff behavior or management. They are such tools that form a scientific novelty and allow to achieve such an image of staff interaction that is acceptable for the efficiency of corporate legal entities. This is especially true because corporate rights are subjective in nature and arise within a specific relationship based on objective law. The basic result that forms the novelty was the structuring of corporate culture and corporate law, which is implemented in terms of: model basis, which determines the features and basic principles of influencing the behavior of staff; patterns of behavior in the organization, which determine the internal environment, where each employee invests in a common goal (efficiency of the enterprise). The study of the model basis of corporate culture and corporate law, models of behavior in the organization allowed to outline the basic principles by which they positively affect the efficiency of corporate legal entities. The selected principles of corporate culture and corporate law provide a positive impact on the efficiency of corporate legal entities, only if the formation of clan or adhocratic types of corporate culture. The practical significance of the study is to identify elements for software development that will help corporate entities to involve employees in work processes, as well as to create and strengthen corporate culture. Keywords: corporate culture; corporate law; efficiency; corporate entity; personnel model or type of behavior

scholarly journals PROBLEMS OF CIVIL LEGAL PROTECTION AND DEFENSE OF BUSINESS REPUTATION OF A LEGAL ENTITY IN UKRAINE

2021 ◽  
Vol 76 (3) ◽  
pp. 33-38
Author(s):  
Olha Bondarenko ◽  
Keyword(s):  
Legal Protection ◽  
Legal Regulation ◽  
Civil Code ◽  
Scientific Study ◽  
The Internet ◽  
The European Union ◽  
Legal Entity ◽  
The Law ◽  
Business Entities ◽  
Legal Entities

The article considers topical issues related to civil law protection and protection of the business reputation of a legal entity in Ukraine. The right to business reputation belongs to a special group of civil relations, which requires scientific study and analysis, given that there is still no legislative enshrinement of the concept of business reputation of a legal entity in the Civil Code of Ukraine. And in the time of constant socio-economic development, the relevance of the definition and legal regulation of civil relations in the field of business reputation of legal entities is significant and important because business reputation is a certain assessment of the legal entity, based on conclusions about business qualities and moral personality, which are closely related to the activities of the business entity and their compliance with the requirements of the law and the proper performance of contractual obligations to partners. The purpose of the article is to analyze, compare and study the foreign experience of the European Union to determine the optimal concept of business reputation, and provide suggestions on how to solve existing problems of protection of business reputation in violation of the Internet in our country. During the study of the issue, the basic concepts of business reputation contained in the regulations of Ukraine were analyzed. It is established that the civil legislation does not contain a definition of the term «business reputation of a legal entity», which in turn complicates the process of legal protection and protection of the business reputation of business entities. Equally important is the issue of protection against damage to business reputation on the Internet, which now affects almost every aspect of modern society. Protecting business reputation on the Internet is significantly complicated by the lag in the development of Ukrainian legislation from the realities of information technology development. If there are more or less clear ways to protect the infringed personal non-property right in traditional print media, television, then there is virtually no special regulation of relations and protection of the law on the Internet. In conclusion, we note that at the legislative level, namely in the Civil Code of Ukraine there is no legal regulation of protection and protection against violations of the business reputation of legal entities on the Internet. The problem of implementing the mechanism of protection of business reputation of a legal entity in the courts of Ukraine is relevant and unresolved and as a result requires further scientific study.

ONCE AGAIN ABOUT THE NATURE OF THE DIRECTOR'S LIABILITY TO A LEGAL ENTITY

2020 ◽  
pp. 113-121
Author(s):  
Akhmed V. Esendirov ◽  
Keyword(s):  
Russian Federation ◽  
Corporate Law ◽  
Good Faith ◽  
Law Reform ◽  
Legal Entity ◽  
The Russian Federation ◽  
Court Practice ◽  
Legal Entities

Eight years have passed since the implementation of the largest corporate law reform in 2013 and the adoption of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 62 "On some issues of compensation for damages by persons who are members of the management bodies of a legal entity", but still the question the nature of their responsibility, as well as its standard, is controversial among researchers of corporate law and in court practice. This article explores various approaches to understanding the nature of the responsibility of members of the management bodies of a legal entity. The analysis allows the author to formulate a conclusion about the predominantly tort nature of the liability of members of the management bodies of legal entities in violation of their duty to act in good faith and reasonably.

Formation of Integrated Legal Entities in Legal System: Tribute to Fashion or Necessity?

2016 ◽  
Vol 4 (5) ◽  
pp. 0-0
Author(s):  
Елена Сидорова ◽  
Elena Sidorova
Keyword(s):  
Legal System ◽  
Scientific Community ◽  
Legal Framework ◽  
Focus Of Attention ◽  
Theoretical Level ◽  
Legal Entity ◽  
The Status ◽  
Legal Character ◽  
Legal Entities

Today integrated legal entities are again in the focus of attention of the scientific community. Addressing this problem is so topical and popular that one can safely acknowledge persistent urge to consider any question of legal character mainly through the lens of determining the integrated nature of law. What’s to be done in this situation when it is necessary to determine the status of a relevant legal entity? Therefore, with a certain degree of objectivity the article notes important issues related to integrated legal entities, their formation within the legal framework, provides definition to the method of an integrated branch of law, demonstrates differences between the main branches of law and integrated legal entities. The article also identifies and sets forth possible ways to resolve the issues at the theoretical level. Taking into account considerable advantages provided by integral regulation, the author assumes that there will be a further surge in the interest towards these topics.

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