The main goal of the course is to provide students with extensive knowledge in the field of corporate law, the main areas of activity of a lawyer in an enterprise.

Course objectives:

To give students a broad understanding of the main issues of corporate law, trends in its development;

Determine the main aspects of corporate legal relations and their implementation;

Determine the foundations for building the organization and activities of corporations;

To instill in students the skills of self-reliance practical work and further development of theoretical knowledge of corporate legal regulation.

Studying the course "Corporate Law", in addition to obtaining theoretical knowledge by students, is aimed at practical training of future specialists. The main value of the course lies in the need for students to understand the nature and essence of corporate legal relations.

The course "Corporate Law" will assist students in mastering the profession, developing knowledge and skills in legal, analytical, scientific work, the ability to determine the tasks of practical activity.

Introduction

The formation of a market economy dictates the need to create its organizational and legal foundations. In these processes, the role of the state still remains significant, although the development of private regulation focused on ensuring entrepreneurship is undoubtedly a priority.

Currently, more and more often in everyday life, such a recently unknown concept as "corporation" is used, which is defined as one of the forms of entrepreneurship and denotes a legal entity, primarily in countries of a foreign legal order.

In Russian legal science, the concept of a corporation and its application in Russian legal reality is also not ignored. Since the 1990s, Russia has been actively developing the legal basis for the economic activities of legal entities recognized as corporations, and therefore corporatization is seen as a phenomenon of reality, due to the development of private law forms in the economy.

The processes of globalization, concentration of capital, development of foreign economic relations determine the formation of not state, but private economic relations between economic entities (corporations and associations) of different countries.

In this regard, the role of studying the legal aspects of the economy, the organization and functioning of corporations in a free economic space is increasing. The regulation of these legal relations is carried out by various industry institutions that are part of corporate law.

Corporate law is a complex formation of legal norms aimed at regulating social relations in the functioning of enterprises and organizations that are subjects of economic activity. At the same time, corporate law is a dynamically developing system of rules governing the external and internal relations of a corporation.

Currently, the development of legal support for private organizations in the economy and regulatory innovations can be associated with the formation, firstly, of corporate legislation, which is a system of regulations on corporations, and secondly, corporate law as a science and academic discipline.

It is necessary to pay attention to the fact that the discipline "Corporate Law" was included in the curricula of many law schools and is a special legal course. Therefore, the importance of regulating the activities of corporations is also perceived by legal education. Economic specialties do not stand aside either - modern management requires a competent understanding of the essence of a corporation, the correctness of which largely determines the effectiveness of managerial work.

This course of corporate law includes theoretical and practical issues of corporations, the main legal institutions in the corporate sphere are considered: corporate norms, subjects of corporate activity, corporate bodies, contractual work, corporate responsibility, protection of the rights of a corporation.

A special place in the corporate legal regulation are concerned with the implementation of commercial activities, relations with government agencies, the formation of a local corporate policy of the organization as a system.

State regulation of corporate activities varies significantly depending on the type of corporation, the area of ​​its activity and other characteristic features.

The measures of administrative and legal regulation applied to corporations are divided depending on the basis on which they are created - on the basis of exclusively private capital or with the participation of state capital. However, all types of corporations without exception are subject to such measures of administrative and legal regulation as: registration and legalizing procedure for formation and activity; targeted programming of the formation and development of corporations in priority areas for the state; antitrust regulation.

An important condition for the formation of Russian entrepreneurship is the existence of such factors as the capital market, the investment goods market and the labor market.

To the main ones, i.e. Priority areas of state regulation experts include:

Antimonopoly legislation with the recognition of a number of natural monopolies and monopoly regulation with the preservation of state monopolies for certain types of activities;

Currency restrictions in accordance with the Federal Law of December 10, 2003 N 173-FZ "On currency regulation and currency control";

Regulation of tariffs and prices (mainly for products and services of natural monopolies);

Patent Law;

Protection of consumer rights;

Government contracts;

Export of dual-use goods and technologies;

State assistance to private entrepreneurship.

The main directions of state regulation entrepreneurial activity- specific areas in which state intervention in the economic activities of economic entities is necessary and legitimate in order to achieve a balance between the interests of society as a whole and the legitimate interests of economic entities.

This main goal a number of priority tasks are subordinated: a) provision of state and public needs, priorities in economic and social development; b) formation state budget; c) protection environment and use natural resources; d) ensuring employment of the population; e) ensuring the security and defense of the country; f) implementation of freedom of entrepreneurship and competition, protection from monopoly; g) observance of law and order in the external economic activity entrepreneurs and foreign investment.

Business entities need to create additional favorable conditions and wider assistance state structures- formation of a legal framework, financial and credit, innovative means, information support, etc. Thus, a favorable state regime is created for all phases of small business activities.

In the literature, groups of methods for regulating the economy are distinguished.

The first group can include methods and methods of general regulatory regulation: a) introduction general rules; b) establishing the procedure for the creation, reorganization and abolition of structures; c) determining the order of their activities.

The second group includes software-installation methods: a) target programs; b) thematic plans; c) concepts, functional rules (modes); d) control schemes; e) urban planning schemes for the development of territories; f) general plans of cities; g) land registry.

The third group includes legalizing means: a) licensing; b) accreditation; c) certification.

The fourth group includes methods of normative and quantitative measurement: a) standards; b) quotas; c) prices; d) tariffs; e) standards; f) limits; g) taxes (fees); h) payment; i) rates ( customs duties and etc.).

The fifth group includes ways to maintain the level of activity and stimulate it: a) loans; b) benefits; c) delays; d) subsidies; e) subsidies; f) transfers; g) allowances; h) encouragement; i) government order; j) public procurement.

The sixth group includes control and accounting and "forbidden" methods: a) accounting; b) statistical reporting; c) checks and other forms of control; d) prohibitions; e) restrictions; e) instructions; g) sanctions (fines, etc.); h) deprivation of legality (suspension, invalidation of transactions, actions, acts).

Entrepreneurial activity guarantees are of great importance in practice. One of them is the prohibition of interference by the state and its bodies in the activities of an enterprise, except on grounds specified by law and within the limits of established powers.

In the conditions of market relations, instead of planning "from above", communicating tasks and strict control over their execution, the authorities influence the economy through lending, the tax system, price policy, certification of goods (works, services), preventing (limiting) the monopoly position of individual entrepreneurs on market and unfair competition.

Entrepreneurs increasingly feel the need for clear and legitimate economic ties with them. However, the established order of relationships is often violated not only by entrepreneurs, but also by government and local governments.

Remember that "Government regulation of corporate activities" is a rather complex topic and it is better to write a unique, high-quality work and be sure of successful delivery than worry about downloading a non-unique work. Many teachers check the work for uniqueness.

1. The main types of state regulation of the economy of corporations include:

a) regulation of prices and tariffs;

b) regulation business contracts;

c) regulation of employment of the population.

2. Direct regulation of the activities of corporations is carried out through:

a) licensing;

b) ensuring the security and defense of the country;

3. Indirect regulation of the activities of corporations is carried out through:

a) taxes;

b) protection of the environment and use of natural resources;

c) restriction of competition.

4. General regulatory methods include:

a) government contracts;

b) introduction of general rules;

c) thematic plans.

5. Program and installation methods of regulation include:

a) state assistance to private entrepreneurship;

b) statistical reporting;

c) targeted programs.

6. The legalizing methods of regulation include:

a) formation of the state budget;

b) licensing;

c) subsidies.

7. The body regulating the activities of the securities market is:

a) the federal tax service;

b) the federal antimonopoly service;

in) federal Service on financial markets.

8. The competition regulator is:

a) the federal agency for technical regulation and metrology;

b) the federal service for financial markets;

c) the Federal Antimonopoly Service.

The concept of a legal entity

According to the Civil Code of the Russian Federation, a legal entity is recognized as an organization that owns, manages or manages separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court .

Signs of a legal entity:

1) is an organization;

2) has separate property;

3) the property belongs to the organization on the basis of the right of ownership, economic management or one-rational management;

4) is liable for its obligations with this property;

5) may exercise and acquire property and personal non-property rights on its own behalf;

6) may perform duties on his own behalf;

7) have the right to be a plaintiff and a defendant in court. Legal entities must have independent

balance or estimate. Such a balance or estimate is one of the signs of the isolation of the property of a legal entity and the independence of the organization. Subdivisions of a legal entity may also have their own balance sheet, however, such a balance sheet cannot be recognized as independent, since it does not reflect all the costs of a subdivision of a legal entity.

A legal entity as a participant in civil transactions has legal capacity and legal capacity. The legal capacity and legal capacity of a legal entity in many respects are different from civil legal capacity and legal capacity.

The legal capacity of a legal entity means that a legal entity may have civil rights corresponding to the objectives of the activity provided for in its constituent documents, and bear the obligations associated with this activity.

Distinguish between general and special legal capacity.

The legal capacity of a legal entity arises at the moment of its creation and terminates at the moment of completion of its liquidation.

The right of a legal entity to carry out activities for which a license is required arises from the moment such a license is received or within the period specified in it and terminates upon the expiration of its validity period, unless otherwise provided by law or other legal acts.

A. S. Akimov, D. M. Strikhanov1

National Research Nuclear University MEPhI

1 Moscow State Law Academy named after O. E Kutafin

ON LEGAL REGULATION OF STATE CORPORATIONS

In 2007, federal laws were adopted on the creation of 6 large state corporations, with each corporation created by a special federal law . The paper analyzes the Civil Code, federal laws and other legal acts regulating the process of creation and activities public corporations. A number of significant problems related to the activities of state corporations have been identified.

Until 2007, the state only twice used the opportunity to create state corporations: in 1999, the state corporation "Agency for the Restructuring of Credit Organizations" was created, which in 2003 was transformed into the "Deposit Insurance Agency" in accordance with the adopted federal law. The agency is entrusted with the performance of three interrelated socially significant functions aimed at creating a comprehensive system for protecting the interests of depositors and other creditors of banks, maintaining the stability of the banking system, namely: insurance of bank deposits, implementation of measures to prevent bank bankruptcy, management of liquidation procedures in insolvent credit organizations ( i.e. the functions of the bankruptcy trustee in the bankruptcy of banks raising funds individuals). Thus, until 2007, state corporations were created in exceptional cases in financial sector at the intersection of the powers of the Government of the Russian Federation and Central Bank RF. At the same time, all laws determined in great detail the principles and procedures for the activities of these corporations, as well as regulation in the relevant areas, which to a certain extent compensated for the excessive framework (non-detailed) of the basic norms of the law on non-profit organizations (1996), which defined a state corporation as an independent organizational -legal form.

In 2007, federal laws were adopted on the creation of 6 large state corporations with very significant tasks of an economic, social and political nature:

2) Russian Corporation of Nanotechnologies (SC "Rosnanotech") (July 2007) - to promote the implementation of state policy in the field of nanotechnology, development innovation infrastructure in the field of nanotechnologies, implementation of projects for the creation of promising nanotechnologies and nanoindustry;

3) Fund for Assistance to the Reform of Housing and Communal Services (July 2007) - to create safe and favorable living conditions for citizens and stimulate the reform of housing and communal services, the formation of effective mechanisms for managing the housing stock, the introduction of resource-saving technologies by providing financial support at the expense of the Fund ;

4) State Corporation for the Construction of Olympic Venues and the Development of the City of Sochi as a Mountain Climatic Resort (SC Olimpstroy) (October 2007) - to carry out managerial and other socially useful functions related to engineering surveys during construction, design, construction, reconstruction and organization of operation of facilities necessary for holding the XXII Olympic Winter Games and the XI Paralympic Winter Games in 2014 in the city of Sochi, as well as for the development of the city of Sochi as a mountain climatic resort;

5) State Corporation for the Promotion of the Development, Production and Export of High-Technological Industrial Products “Rostechnologii” (State Corporation “Rostechnologii”) (November 2007) - to promote the development, production and export of high-tech industrial products by providing support in the domestic and foreign markets of Russian organizations - developers and manufacturers of high-tech industrial products, attracting investments in organizations of various industries, including the military-industrial complex;

6) State Corporation for Atomic Energy "Rosatom" (State Corporation "Rosatom") (December 2007) - for the implementation of state policy, the implementation of legal regulation, the provision of public services and the management of state property in the field of the use of atomic energy, development and safe functioning of organizations of the atomic power industry and nuclear weapons complexes of the Russian Federation, ensuring nuclear and radiation safety, non-proliferation of nuclear materials and technologies, development of nuclear science, technology and professional education, implementation of international cooperation in this area.

These corporations received a wide range of functions, significant amounts of state property (funds from the federal budget and the Stabilization Fund; various production and financial assets), which ensure their long-term activities.

Thus, the process of creation and activities of state corporations is regulated by special federal laws, as well as other legal acts adopted on their basis. In the Civil Code of the Russian Federation, state corporations are mentioned only twice, which is noteworthy in Art. 50 there is no mention of them at all, which testifies to their temporary and unstable form. The Law "On non-profit organizations" defines a state corporation as a non-profit organization without membership, established by the Russian Federation on the basis of a property contribution and created on the basis of a special federal law to carry out social, managerial or other socially useful functions. The features of the legal status of a state corporation are established by a law providing for the creation of a state corporation, and the norms of this law take precedence over the norms of the Federal Law "On Non-Commercial Organizations". To create a state corporation, constituent documents are also not required, provided for in Art. 52 of the Civil Code of the Russian Federation. According to the law, the sources of formation of the property of a state corporation are the property contribution of the Russian Federation and other sources, including regular and (or) one-time receipts (contributions) from legal entities, for which the obligation to make these contributions is determined by the federal law on the establishment of a corporation. The property of a state corporation is owned by the corporation itself. Any state corporation must be created by a special federal law . The procedure for reorganization and liquidation of a state corporation must also be determined by a separate legislative act. This already emphasizes the special status of such organizations and predetermines their small number.

Analyzing the above, the following features of state corporations can be distinguished:

1) it is a non-profit organization, which means that there is no profit making as the main purpose of the activity and, as a result, there is no obligation to transfer part of the profit to the founder;

2) it is an organization that does not have a membership, which implies a strictly fixed participation in a state corporation, i.e. other persons cannot be accepted into a state corporation and, accordingly, no one, except for the Russian Federation, can acquire the authority to manage a state corporation and control behind her activities. This means that there can be no private capital in a state corporation. In turn, the Russian Federation cannot terminate its foundation without liquidating the state corporation itself;

3) this is an organization established by the Russian Federation, on behalf of which individual state bodies act (for example, when forming the management bodies of a state corporation);

4) is created on the basis of the property contribution of the Russian Federation, where the property contributed to the state corporation may be the property of liquidated organizations, property complexes of federal state unitary enterprises, budgetary funds, securities owned by the federal government, rights of claim under contracts;

5) the property of a state corporation is its property;

6) is created on the basis of a special federal law, in accordance with which it carries out its activities and which performs the functions constituent documents;

7) the state is not liable for the obligations of the state corporation;

8) is created for the implementation of social, managerial and other socially useful functions and is entitled to carry out entrepreneurial activities insofar as it serves to achieve these goals, which means the strictly targeted nature of its activities and the use of property.

However, since the law provides that the features of the legal status of a state corporation are established in a special law adopted at the time of its creation, these features can be changed in each specific case.

Consequently, a state corporation is a new organizational and legal form based on a new form of ownership and possessing property independence, which is created to carry out social, managerial and other socially useful functions. The property independence of a legal entity implies that it has some property on the right of ownership or on some limited real right (the right of economic management or operational management), in a certain way separated from the property of other persons (part 1 of article 48 of the Civil Code of the Russian Federation). So, the property transferred to the state corporation by the Russian Federation becomes the property of the state corporation, and not of the state as a founder, which the state corporation uses for the purposes determined by the law providing for the creation of a state corporation. Thus, the state corporation owns, uses and disposes of the property transferred to it by the Russian Federation on the basis of the right of ownership.

The creation of state corporations gave rise to many discussions about the rationality of this kind of state activity and led to a number of significant problems related to control over the activities of state corporations:

1) the vagueness of the concept of "publicly useful functions" and, accordingly, the possibility of broad interpretations when justifying the need to use this form, as well as a low level of control over the performance of the functions assigned to the state corporation;

2) when creating a state corporation, there is actually free transfer state property, while no principles have been established for managing the property of state corporations, which gives rise to additional risks, problems associated with exercising control over the activities of state corporations and performing the functions and tasks assigned to them.

3) due to the minimal intervention of the state in the activities of state corporations, financed both by business and by the budget, there is actually an uncontrolled disposal of the received budgetary funds, as well as property that has been transferred from state to state corporate.

The legislation regulating the activities of state corporations has certain flaws, namely:

1) the creation of each corporation requires the adoption of a separate law, i.e. it turns out that the regulation of state corporations is carried out on an individual basis and in some cases is not consistent with the current legislation;

2) the “framework” of the adopted laws on the creation of state corporations, i.e., almost all adopted laws are characterized by a low level of detail on the conditions and principles of corporations (with the only exception in the form of the law on the creation of the Housing and Utilities Reform Assistance Fund) and require adoption in order to ensure practical work. a number of by-laws, the definition of very significant procedures at the level of the corporation itself;

3) a low level of “unification” of the norms of adopted laws on the creation of state corporations, since the goals, objectives and activities of each corporation are very individual, but even in the case of essentially similar norms, their presentation differs significantly, including in detail and style;

4) most laws on the creation of state corporations either completely lack criteria for assessing the degree of achievement of their legally established goals (Rostechnologies, Rosnanotech and DIA), or the criteria refuse significantly narrower than the stated goals and do not allow monitoring the degree of their achievement (Rosatom and Vnesheconombank). Olympstroy can be considered the only exception;

5) for the majority of state corporations, there are no medium- and long-term planning procedures, with the exception of Rosatom (but there are no restrictions on revising program indicators here either). The laws do not spell out possible sanctions for non-fulfillment of programs and non-compliance of the actual values ​​of indicators with the target ones, as well as procedures for reviewing programs in such cases at the initiative of the founder.

It is important to note that in accordance with the message of the President of the Russian Federation to the Federal Assembly in 2009, the state corporation is considered as a hopeless form in modern conditions. Thus, corporations that have a legally defined time frame of work must be liquidated upon completion of their activities, and those that operate in a commercial, competitive environment, should eventually be transformed into state-controlled joint-stock companies (they will either remain in the public sector or be sold to private investors).

From all of the above, it follows that: firstly, it is necessary to adopt a number of by-laws in order to detail the conditions and principles for the operation of each state corporation in order to ensure their practical work and the fulfillment of the tasks defined by federal laws on their creation; secondly, increasing the level of control over the use of the property transferred to the state corporation and its rational use, as well as over the performance by the state corporation of the functions assigned to it, is an important task facing the state.

BIBLIOGRAPHY

1. Federal Law of January 1, 2001 “On the Restructuring of Credit Institutions”// Collected Legislation of the Russian Federation, July 12, 1999, No. 28, art. 3477.

2. Federal Law of 01.01.2001 "On insurance of deposits of individuals in banks of the Russian Federation" // Collected Legislation of the Russian Federation, 29.12.2003, No. 52 (part I), art. 5029.

3. Federal Law of January 1, 2001 No. 82-FZ “On the Development Bank” // Collection of Legislation of the Russian Federation, May 28, 2007, No. 22, art. 2562.

4. Federal Law of 01.01.2001 "On the Russian Corporation of Nanotechnologies" // Collected Legislation of the Russian Federation, 23.07.2007, N 30, art. 3753.

5. Federal Law of 01.01.2001 "On the Fund for Assistance to the Reform of Housing and Communal Services"// Collected Legislation of the Russian Federation, 23.07.2007, No. 30, art. 3799.

6. Federal Law of 01.01.2001 “On the State Corporation for the Construction of Olympic Facilities and the Development of the City of Sochi as a Mountain Climate Resort” // Collection of Legislation of the Russian Federation, 05.11.2007, No. 45, art. 5415.

7. Federal Law of 01.01.2001 "On the State Corporation "Russian Technologies" // Collection of Legislation of the Russian Federation, 26.11.2007, no.), art. 5814.

8. Federal Law of 01.01.2001 “On the State Atomic Energy Corporation “Rosatom” // Collection of Legislation of the Russian Federation, 03.12.2007, No. 49, Art. 6078.

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• 3. State legal regulation of corporate activities
• 4. Types of state influence on the activities of the corporation
• 5. Government regulators of corporations
• 6. Practical features of changing the composition of participants in a business entity
• 7. Concept corporate norms and their types
• 8. Corporate custom
• List of used literature

1. History of the corporation and corporate law

Ancient world. According to Ya.I. Funka, V.A. Mikhalchenko, the most ancient corporate organizational form of management are tribal associations (tribal associations, tribal communities), formed on the principle of consanguinity. The first tribal associations arose about 12,000 years ago in the Near and Middle East. Such associations did not have legal foundations due to the underdevelopment of the legal system, that is, corporate relations were family. In addition to consanguinity, members of tribal associations had joint interests; property in tribal associations was not separated from its members. The existence of a clan association could continue until the death of most of its members or until the occurrence of natural disasters, wars, as a result of which clan associations disintegrated.

In the process of stratification of society, the development of maritime trade, the emergence of transactions in the middle of the II millennium BC. in Mesopotamia (Laws of Hammurabi), Egypt, China, temples appear, which are associations of usurers (creditors), shipowners, merchants on the basis of contracts. Temples were prototypes of credit organizations. Churches are characterized by the unification of citizens on the basis of joint interests without association and separation of property, as well as the right to make independent decisions. The corporate ties in the temples were the obligations of debtors to creditors secured by property. In addition to temples in the states of Mesopotamia, from about the 2nd millennium BC. there were agricultural and craft associations, which differed from tribal associations by the possibility of free participation of persons in them. Agricultural and craft associations did not have the right to make a free decision.

The first partnerships known in history, in the structure of which there were elements characteristic of the "corporation" institution (mainly the separation of property, partial management of affairs from participants and limited liability of participants), developed in Ancient Greece during the VIII-IV centuries. BC. Their appearance was due to the process of colonization of the Mediterranean coast, the collapse of tribal associations and the formation of the Greek polis system. Ancient Greek partnerships were based on credit relations, formalized by agreements, and often the creditor became a member of the partnership together with shipowners, merchants, artisans (the prototype of a partnership in faith). The creditor himself could act as an independent individual, or as an association of several individuals (prototypes of "banking houses"). Such associations were also similar in nature to general partnerships.

In the system of private law ancient rome(III century BC - V century AD) there are various forms of corporate (mainly comradely) associations. During the time of the Roman Republic, various trade unions arose (mainly for religious purposes) with the separation of property from individuals (sodalitates, collegia sodalicia), which the Laws of the XII tables granted the right to develop their charters, provided that they would not contradict the law; craftsmen's unions (fabrorum, pistorum); associations of ministers of the church under the magistrates (collegia apparitorum); mutual aid associations (for example collegia funeraticia funeral associations); "associations of tax-farmers" - associations of entrepreneurs who took on state revenues, managed state estates under agreements with the state (analogues of trust management agreements) and produced large construction works(collegia publicanorum), the share of participation in which (partes) could be sold, changed, could be donated, inherited, that is, it was an independent object of law. In addition, personal partnerships, societies (societas) and corporate organizations (universitas) became widespread - the prototypes of the institution "legal entity", as well as partnerships of publishers (societates vectigalium publicanorium), which were a mixed form of societas and universitas, which many researchers call the prototypes of joint-stock companies. societies. Societas was a simple informal contract (agreement) based solely on the personal trust of the participants, concluded between several persons (usually for a short period of time) to achieve a common economic goal and involving the union of all their property (partnerships with the union of part of the property - societas quaestus) and their personal involvement. Societas was not a subject of law and existed only for its participants themselves, for third parties it was hidden. Each member of the societas could act in external relations on his own behalf, and not on behalf of the societas. The initiative to create and withdraw from the societas was a completely voluntary expression of the will of the parties. The creation of societas contrary to the interests of the state and society was not allowed. Societas were created mainly in order to regulate legal relations between heirs in the case when the division of property was impossible and undesirable, that is, societas served as the main form for combining property. Universitas (as an analogue of private corporations) were recognized as procedurally capable (for which special representatives were involved - actores, prototypes of shareholders), were considered in Roman private law on an equal footing with an individual; universitas were recognized as holders of property and some personal non-property rights; universitas also uses the concepts of contract mandatum and doing business without mandate (negotiorum gestio). For the legal existence of the universitas, the withdrawal of individual members did not matter. The property of the universitas is separated from the property of its participants and belongs to it as a special subject of law, and not to its participants, although according to general rule universitas could not receive property by will. The responsibility of the universitas itself and its participants is shared, although the responsibility for the harm caused by the participant of the universitas was borne by the participant himself, and not by the universitas. Under Emperor Augustus, there was general order creation of universitas (with the permission of the Senate) and their recognition as legal - collegium licitum (only with such permission). Universitas are practically the prototype of joint-stock companies. Partnerships were preserved in Byzantium (Eastern Roman Empire) in the VI-XI centuries. According to Title XIV of the Eclogue (Byzantine legislative code of the 8th century), a partnership could be created both orally and in writing voluntarily without permits from the authorities; the sizes and forms of contributions (property, labor) were arbitrary. Each of the participants in the partnership bore the risk in accordance with the size of his share. Profits and losses after a precise determination of the amount of contributions are distributed among the participants according to their general agreement, and in the absence of an agreement - equally. Roman lawyers did not create a complete doctrine of the legal capacity of associations, given the fact that Roman law is not so much a system of legal norms as a system of judicial and administrative precedents.

Middle Ages. With the fall of the Western Roman Empire, business associations in Europe first disappeared, but in connection with the development of feudal relations and the expansion of maritime trade, they began to form again. The most common forms of business associations in Europe (mainly in trade) in the early Middle Ages were cammenda (commenda - in the coastal cities of Italy, colleganza - in Venice). The first mention of kammends is found in 976 in Italy (Venice), the greatest flowering of kammends dates back to the 12th century. Kammends were formed by transferring their goods for trade by merchants to a certain person who carried out their orders (comendatarius), who then, having accumulated capital, acquiring goods and investing them in a common cause, became a tractor (tractator - worker). Excluding the remuneration of the tractator, all profit or loss was distributed among the participants of the kammenda in proportion to their contributions, and the tractator, in case of losses, as a rule, lost everything. Kammends could also be formed by attracting loans from various creditors, who bore the risks together with the rest of the participants in the kammenda (comendator) - the persons giving instructions. The first legislative regulation of the cammend appears in the French Ordinance of Commerce of 1673.

In the XII-XVI centuries. in Western Europe (mainly in Italy, France, Germany), one of the stable organizational forms of corporate relations was a company - trading, craft, mixed, financial (cumpanis - from Italian "joint consumption of bread by members of the same family"). Companies were organized by concluding an agreement (almost always for a certain period) around a certain surname between members of the same family, as well as between representatives of related or friendly families. Almost every member of the family became a member of the company (companion) upon reaching the age of majority. At the head of the company was the eldest of the family, who owned most of the deposits. After the death of the head at the general meeting of the company's participants, new head according to age. The distribution of profits and losses between the participants of the companies was carried out in accordance with the agreement (as a rule, in proportion to the contributions from the position of the company's participant). Subsequently, the principle of patrimonial participation in companies gradually lost its force, and entry into the structure of participants in companies became free. Companies could have a large number of branches (including in different countries Europe), although the administrative center of the company was located in the house of its head, who acted both on his own behalf and on behalf of the entire company. There were no supreme management bodies in the companies, but at the same time, general meetings of partners were held to discuss and make certain decisions. The partners were endowed with equal rights, but practically nothing depended on their decision, since the right to make a decision was distributed in proportion to the size of the contributions. In the largest companies, hired personnel were involved - scribes, bookkeepers, clerks, notaries. Large companies had extensive ties with the government. The first monopolists appeared in the form of trading companies. In Western Europe, there were associations of merchants who were not connected by family ties - gelds, which were similar in structure to companies.

The basis of the capital of the partnerships for the construction and operation of the ship (Rhederei), which became widespread in the X-XII centuries, was the ship. The patron - the initiator of the construction of the ship, attracted contributions (and additional contributions in proportion to the initial contributions) from outside participants for the subsequent transportation of goods and trade. The highest governing body of the partnership for the construction and operation of the ship was the meeting of participants, which made decisions by a majority of votes. The supreme executive body was the patron, who, as a rule, did not have strictly regulated powers. Such partnerships could attract an additional hired scribe who performed accounting functions and conducted office work in the partnership.

From the 10th century in Western Europe (especially in Germany), mining partnerships for the exploitation of mineral deposits were widespread. The developments of mining associations were divided into shares (kuks), each of which gave the right to a part of the products produced by the mine. Kuks were freely alienated, bought and sold to an unlimited circle of persons, could be inherited and understood as real estate. The property of the mining partnership was the property of its members. Members of mining partnerships were not liable for the obligations of the partnership. For the purpose of necessity, mining associations could attract additional contributions from participants in proportion to their kuks. The supreme governing body of the mining partnership was the general meeting of participants, the supreme executive body was the chess master, appointed by state authorities (which could control its activities), subsequently elected by the participants. From the 12th century in France and Germany, there were mill operating partnerships that were similar in nature to mining partnerships.

In the XIV century. in Italy, military partnerships were created by merchants by pooling their capital to equip military expeditions, with the expectation of a share of booty - a percentage of the invested capital captured as a result of these expeditions. One of the most common forms of military partnerships was the Genoese maons (maonae - from the Arabic "credit"). The initiator of the creation of maons was the state power, which, due to lack of funds, was forced to take loans from merchant associations to equip military expeditions. The repayment of loans was carried out with booty captured as a result of military campaigns. The property of the maons was divided into shares, which had a wide circulation. The supreme governing body of the maon was the meeting of participants, which elected the chief administrator - the highest executive body maon. A variety of military partnerships in England in the 16th century. served as pirate associations. The state power and wealthy merchants financed one-time large pirate expeditions in order to receive dividends in the form of part of the booty captured by pirates. Pirate partnerships were of a one-time nature and lasted about 25 years.

During the Middle Ages, entrepreneurial associations began to form at the level of corporate groups of organizations: guilds (internal and external - with the aim of organizing trade with geographically distant states), associations of guilds (hanse) and workshops. The guilds themselves were not directly involved in entrepreneurial activities (the prerogative of the guild members). Guilds were a kind of superstructure formations, the formation of which was to protect members of the guilds from the penetration of foreign merchants into domestic markets, the joint use of infrastructure - protection, maintained at the expense of members of the guilds. Medieval guilds were in fact the prototypes of modern unions and associations. Associations of guilds (hanse) could cover several guilds and several cities at once. The highest body of the Hansa was the conference of its members. The guilds and Hanses were the first attempt to establish a monopolistic position for entrepreneurs in alliance with state power. Medieval companies could unite in workshops - XII-XV centuries. The workshops were in fact the prototype of financial and industrial groups and represented a mini-state (the workshops had their own military militias and infrastructure). Each workshop had its own charter. The members of the company were members of the workshops, they could be elected to the managers of the workshop. Shop managers could be chosen by shop members, or appointed by state authorities (city councils). The workshops strictly regulated the process of establishing companies. Initially, entry into the workshop was free; subsequently, most of the workshops created all sorts of barriers that limited the procedure for entering the workshop (for example, restrictions on gender, place of residence, etc.). legal regulation corporate Russian

XVII-XVIII centuries During this period, the colonial companies of Western Europe reached their peak, including the very famous Dutch, English and French East India Companies, the Dutch West India Company. State power played a significant role in the creation and management of colonial companies, and participants in colonial companies had mainly property rights. Colonial companies operating on initial stage of their development (XVII century), in their structure they resembled "quasi-joint stock companies", combining the features of full and limited partnerships: many colonial companies did not have an authorized fund, which was distributed into shares; only the main (majority) participants were allowed to participate in the management of companies - the remaining (minority) participants had the right only to get acquainted with the final reports of the company, as well as the right to receive dividends in the form of imported goods or in cash. At the same time, colonial companies were characterized by: the opportunity to have a significant number of participants; alienation of property from the participants, in which the personal participation of the latter in the affairs of the company was optional; free alienation of shares - shares (the first shares appeared in the 16th century in Holland - actie in de compagnie, later the Dutch term "actionist" was replaced by the French term "shareholder"). Colonial companies had an extensive network structural divisions(chambers) in the colonial countries. Chamber directors were appointed by the government from among the major shareholders of the companies. At the beginning of the XVII century. appeared in colonial companies control body represented, as a rule, by two main participants, whose duties included the audit of all business transactions and the verification of general reporting.

In the XVIII century. there are objective prerequisites (first of all, numerous frauds and cases of fraud in joint-stock companies) for the formation of corporate law as a separate sub-branch of private law. In England, in 1720, the Bubbles Act was passed, which banned the creation of joint-stock companies, repealed in 1825. In France, by Decree of August 24, 1793, the Convention stopped the activities of joint-stock companies, whose shares could be alienated, and provided the possibility of their creation only with the permission Legislative Assembly. The act of April 15, 1794 completely prohibited the creation of joint-stock companies. Germany did not have a corporate law until 1843.

19th century characteristic trend of the nineteenth century. is the formation of the main systems of corporate legislation, as well as the transition from a permit system for the creation of joint-stock corporations to a regulatory system. At the same time, in most legislative European systems, joint-stock companies were limited to the freedom to choose their activities and were recognized as trading companies. This transition took place in various forms and was practically implemented in most countries of Western Europe. In the 19th century three main models of corporate law were formed: English (Anglo-American), French and German. At the same time, the issues of legal regulation of the creation and activities of corporate groups of organizations were practically not considered.

In France, in 1807, with the assistance of Napoleon I, the Commercial Code (Code de Сommerce) was adopted, which provided for two forms of corporations: a joint-stock partnership (creation with state permission) and a joint-stock limited (creation without state permission). The law on limited partnerships based on shares of July 18, 1856 provided, as a mandatory condition for the creation of joint-stock companies, a subscription (with payment of at least 1/4) to the entire authorized capital and permission to alienate shares only after payment of 2/3 of their value, together with That is why it was in this law that the concept of "founder" first appeared. The law of May 23, 1863 introduced a new type of corporation - a partnership with limited liability(societes a responsabilite limitee), which could be created. Legal entities under this law with an authorized capital of up to 20 million francs could be formed without state permission. The law of June 24, 1867 gave freedom to almost all types of joint-stock companies and significantly softened state control over their internal organization and activities. The laws of 1884 and 1893 reduced minimum size authorized capital and the minimum value of one share, banned the issuance of shares before their full payment, introduced bearer shares into circulation.

In England, the Law of 1844 (by Robert Peel) introduced the state registration of joint-stock companies, limited liability was allowed only with special government permission. This Regulation was amended by the Companies Acts of 1856 and 1857. These acts provided for the existence of only registered shares, the alienation of shares was allowed only under a special agreement and was accompanied by re-registration, meetings of shareholders were to be held at least once a year and were to be accompanied by keeping minutes . The Companies Act of August 7, 1862, as amended in 1867, introduced bearer shares and a model "normal charter" as an appendix to the Act.

In 1838, Prussia adopted the Law on railway companies, which was the first special legislative act regulating the activities of companies with a joint-stock form of authorized capital in Germany. In 1843, the Law on Joint Stock Companies was adopted in Germany (in Austria - in 1852). The licensing system for the creation of joint-stock companies is preserved, maximum attention is paid to the formation of the authorized capital, the general form and content of the charter are determined, the joint-stock company is obliged to publish the charter, maintain reports and submit an annual balance sheet. The All-German Commercial Code of 1860 (as amended in 1900) settled the main issues related to the creation, operation and liquidation of joint-stock companies. The permissive system for creating joint-stock companies was replaced by a secret one by the Law of June 11, 1870 (with the exception of enterprises for the construction railways and banks). The law of July 18, 1884 introduced the requirement for the full payment of the authorized capital for the registration of joint-stock companies, raised the minimum value of shares, established the responsibility of the shareholder for its full payment, legalized the concept of founders, imposed on the founders the obligation to provide complete and accurate information to shareholders, introduced new system control over the activities of the founders. The presiding officer at the first general meeting of shareholders was appointed by the state authority as a judge, who was obliged to assist the shareholders in deciding the affairs of the founders. Much attention was paid to the governing bodies joint-stock company and their competencies. These ideas were subsequently implemented in the German Civil Code of 1897, which finally proclaimed the principle of freedom of choice of activity and maximum autonomy of joint-stock companies. German lawyers modernized the legal structure "joint stock company" by introducing such new form business association, as a kind of joint-stock company - "limited liability company". On April 20, 1892, the Law on Limited Liability Companies (Partnerships) entered into force in Germany.

in the United States until the middle of the 19th century. the Rule on Permissive Procedure for the Formation of a Corporation was in force. Permits were issued by the legislatures of the states, another way was the approval of the charter of the joint-stock company by the federal authorities. Gradually, the permissive procedure for creating joint-stock companies was replaced by a registration one. Subsequently, restrictions on authorized capital were almost completely abolished, and directors and managers were given broad powers to manage corporations. Preferential treatment was created for joint-stock companies in various states. On July 2, 1890, the Sherman Antitrust Act was passed, the first to lay the foundations for antitrust law.

In Japan, the Commercial Code was adopted (Law N 48 of March 9, 1899), which established two main forms of corporations: limited liability companies and joint-stock companies (companies). Basically, Japanese corporate law was borrowed from the United States.

XX-XXI centuries. In the XX century. the process of formation of corporate legislation abroad has basically been completed, which practically stands out as a separate branch of civil legislation. In the vast majority of countries, special legislative and by-laws have been adopted to regulate the activities of organizational and legal forms of corporate relations.

French corporate law is based on the Commercial Partnerships Act of 27 July 1965 (as amended on 11 July 1985) and the Commercial Partnerships Decree of 1967, which is part of the Commercial Partnerships Act. The main organizational and legal forms of corporate relations in French corporate law are: general partnership (societe en nom collective); simple limited partnership (societe en commandite simple); limited liability company (societe a responsabilite limitee - SARL); joint-stock company (societe anonyme - SA) - ordinary, not using public savings and using public savings; joint-stock limited company; simplified joint stock company; limited liability company owned by one person. In order to regulate relations between legally independent but economically interconnected legal entities, the French joint stock legislation introduced the concept of "group" (group), in many respects similar to the Russian concept of "group of persons".

In Germany, in 1937, the Law on Joint Stock Companies was adopted, which was in effect until the 60s. both in pre-war and post-war Germany, and during the existence of the GDR this law applied in its territory. Currently, Germany has the Law on Joint Stock Companies (Joint Stock Law) of September 6, 1965 (with subsequent amendments in 1985, 1988, 1990). In 1980, Germany (FRG) adopted the Law on Limited Liability Companies. The main organizational and legal forms of corporate business in Germany are: general partnership (offene Handelsgesellschaft) - is not a legal entity; limited partnership (Kommandit-gessellschaft); limited liability company (Gessllschaft mit beschrankter Haftung - GmbH); joint-stock company (Aktiengessellschaft - AG); limited partnership on shares. Internal relations between owners and employees are governed by the Code of Good Practice of the German corporate governance 2000 The concept of "concern" is also introduced in the German joint stock legislation - an analogue of the Russian concept of "main and subsidiary (dependent) companies".

In the UK, corporate law includes the Companies Act 1985 (formerly the Companies Act 1948, as amended in 1967, 1976, 1980, 1981); Partnership Act 1907; Limited Partnership Act 1907; the Securities Transactions Act of Company Members 1985; Merger Act 1985, Trade Names Act 1985. The main organizational and legal forms of corporate business in the UK: partnership with unlimited liability of participants (general partnership) - an analogue of a general partnership (in the UK it is not a legal entity); partnership with limited liability of participants (limited partnership) - an analogue of a limited partnership; a company limited by shares at par value of a share/share of participants (a company limited by shares); a company limited by guarantee by participants; company with unlimited liability of participants (an unlimited company). Companies can be public or private. In public companies, a minimum amount of authorized capital is required, indicating that the company is public, the transfer of shares in public companies is free, in private companies only to their shareholders, and to third parties - only with the consent of the shareholders.

In the United States, there is no corporate law at the federal level, however, the circulation of securities is regulated by the federation (the Securities Act of 1933, the Securities Circulation Act of 1934. The creation and functioning of corporate legal forms is regulated by state laws and the Partnership Act of 1969 New York State had the Business Corporations Act of 1963, Delaware had the Delaware General Corporations Act of 1967, California had the General Corporations Act of 1977, Colorado passed the General Corporations Act of 1968 Limited Liability Company Law Many states have laws on limited companies in the U.S. The business corporation laws of most U.S. states are based on the Model Business Corporations Act of 1969 (as amended in 1984) enacted by the American association of lawyers Basic organizational and legal forms of corporate business and in the USA: a partnership with unlimited liability of the participants (general partnership) is an analogue of a general partnership (in the USA it is not a legal entity); partnership with limited liability of participants (limited partnership) - an analogue of a limited partnership; limited liability company; corporation - an analogue of a joint-stock company - corporations open type, or public corporations (publicly held corporation), and closed corporations (close corporation). Public corporations include: municipal corporations, district corporations, "public corporations".

In the corporate law of Great Britain and the USA, the term "holding" is also used under the concept of "main and subsidiary (dependent) company". Legal regulation of the activities of holdings in Europe and the United States is carried out within the framework of existing joint-stock laws.

At the same time, corporate legislation in European countries is also built within the framework of EU directives. In particular, the European Community adopted a number of directives aimed at creating unified norms of corporate legislation of the EU member states. In particular, the First EU Directive of March 9, 1968 N 68/151, which unified approaches to information of shareholders and the public, control over the formation of joint-stock companies and cases of their invalidation, as well as questions of the validity of obligations assumed by the bodies of a joint-stock company. The second directive of the EU of December 13, 1976 N 76/91 is aimed at unifying the legislation on the formation of joint-stock companies and changing their authorized capital. The third EU directive of October 9, 1978 N 78/855 regulates the merger of joint-stock companies. The fourth EU directive of July 25, 1978 N 78/660 regulates the procedure for maintaining and submitting annual reports of joint-stock companies. The sixth EU directive of December 17, 1982 N 82/891 regulates the issues of division of joint-stock companies. The seventh EU directive of June 13, 1983 N 83/349 establishes the procedure for drawing up consolidated financial statements of joint-stock companies. The eighth EU directive of April 10, 1984 N 84/253 establishes the qualification requirements for auditors (auditors) of joint-stock companies. The Eleventh EU Directive of December 21, 1989 N 89/666 regulates the procedure for publishing documents and information in connection with the creation by foreign companies of their branches in the territory of the EU member states. The twelfth EU directive of December 21, 1989 N 89/667 regulates the procedure for introducing limited liability companies with one participant in all EU member states. At the same time, the EU adopted a number of documents on establishing uniform requirements for the circulation of securities (EC Directives of March 5, 1979 N 79/279; of March 17, 1980 N 80/390; of February 5, 1980 N 82/121 ).

In Japan, corporate law includes the Commercial Code of 1899 (as amended) and the Companies Law of 1951 and provides for two main legal forms of corporate relations: a limited liability corporation (yugen kaisha Y.K.) and a joint stock company. society (joint stock corporation - kabushiki kaisha K.K.). Internal relations between owners and employees are governed by the 1997 Corporate Governance Principles.

The corporate law of the Republic of Korea is based on the Commercial Code and the Corporation Tax Law of the 1970s and 1980s. and regulates the main forms of corporations - limited liability corporations and joint-stock corporations. Internal relations between owners and employees are governed by the 1999 Code of Best Practice for Corporate Governance.

On December 29, 1993, the People's Republic of China adopted the Companies Law similar to the Japanese one, according to which the main corporate legal forms are a joint-stock corporation and a limited liability company.

In the development of corporate (especially joint-stock) legislation of foreign countries, trends of significant importance have recently been manifested.

First of all, there has been a departure from the understanding of a joint-stock company as an association of several persons (for example, in the United States, the possibility of establishing open-type corporations by one person is recognized).

Further, it is necessary to note the rejection of the principle of special legal capacity, and the subject of activity of a joint-stock company (for example, in the USA) does not have to be indicated in the charter, and if it is indicated, then the meaning of this charter changes compared to that which existed previously. The essence of this change is that not specifying the subject of activity in the charter when concluding a transaction does not lead to its invalidity, but entails the responsibility of the company's management bodies to the general meeting of shareholders for the departure from the main activity of this corporation.

At the same time, three main typified structures of the joint-stock company management model have developed. In the US and the UK, a two-tier management system is used: the general meeting of shareholders - the board of directors; in Germany, a three-tier structure is used: the general meeting of shareholders - the supervisory board - the board; operates in France mixed system, in which, at the choice of participants, both a two-tier and a three-tier management structure can be applied. Under any management model, the general meeting of shareholders is recognized as the supreme governing body of a joint-stock company. However, recently there has been a tendency to limit its powers, in particular, by establishing a rule according to which the general meeting of shareholders can decide only those issues that are directly related to its competence. On the contrary, the competence of the Supervisory Board and the Management Board is expanding, since their powers are not limited in this way.

In most countries, it is obligatory to pay a part of the authorized capital by the time of registration of a joint-stock company, usually 25%.

Regulations related to strengthening control over financial and economic activities are under development corporate forms management. The purpose of these rules is to protect the rights of not only creditors, but also minority shareholders.

At the same time, norms of a social nature appeared in the joint-stock legislation of some countries of Western Europe. In Germany, the charter of a joint-stock company may provide for the election of a supervisory board exclusively by employees of the enterprise, who are not necessarily shareholders. In France, in a joint-stock company, along with the general one, a social balance sheet is drawn up, which provides for a report on the funds allocated for social development labor collectives.

Characteristic for foreign corporate legislation are the development of legal norms (primarily at the level of accounting standards - IAS and GAAP) to regulate the activities of groups of organizations, although at present there are special legislative acts regulating the creation and activities of groups of organizations (for example, holding companies), in most countries do not exist. For example, the US Civil Code provides for an agreement on the creation of an unincorporated joint venture (unincorporated joint venture), that is, an enterprise that does not have the status of a legal entity and is a contractual association of individuals, legal entities and capital for joint business activities (similar to a consortium agreement (Latin consortium ) - a temporary association of legal entities, individuals, including foreign ones, for joint business activities that require significant investments). Home distinctive feature foreign corporate legislation in comparison with Russian is its high level of detail, expressed in numerous descriptions of various aspects of creation and activity, which has developed as a result of numerous judicial precedents.

Thus, the main organizational and legal forms of corporate relations within the framework of one organization in foreign corporate legislation are as follows:

Partnership (partnership) - France, Germany, Great Britain;

Company, corporation, limited liability company - France, Germany, Great Britain, USA, Japan;

Joint stock company, corporation, company - France, Germany, Great Britain, USA, Japan, Republic of Korea, China.

There is practically no corporate legislation at the level of groups of organizations abroad, and the main directions of its development are within the framework of improving, changing and supplementing the existing system of corporate legislation at the level of a single organization.

Among the most acute problems at present in all models of foreign corporate law are the following:

Relationships between participants in corporate relations and hired personnel - officials (mainly senior managers), the problem of insiders;

The problem of protecting the interests of minority participants is the problem of outsiders.

These problems are of an eternal nature, since corporate law is primarily a system of norms and rules that regulates the relationship between the participants in corporate relations themselves, and is largely determined by the participants in corporate relations themselves. In this regard, in principle, it is not possible to achieve an unambiguous solution to these problems, and when considering such problems, it is always advisable to take into account the specifics of each specific situation regarding the formation and activities of a particular corporate organization. In developed countries abroad today is actively developing A complex approach to the solution of these problems, improving the norms of substantive, procedural law and taking into account the claims, judicial practice individual specific cases. This approach is most relevant at the present time in Russia, however, due to political, historical, national, geographical and economic reasons, its active application is very difficult.

2. Historical experience of legal regulation of organizational forms of corporate relations in the Russian Federation

At present, the historical experience of the legal regulation of corporate relations in Russia has been sufficiently fully and deeply studied. In this chapter, the author made an attempt to generalize and systematize the main trends in the development of domestic corporate law, to identify key features of the development of Russian corporate law in comparison with foreign systems of corporate law. For a detailed study of these issues, the author invites the reader to familiarize himself with the works of Ya.I. Funka, V.A. Mikhalchenko, V.V. Dolinskaya, V.V. Lapteva, V.N. Petukhov, since they contain extensive historical material with all kinds of references to primary sources, which makes it possible for both modern Russian legislators and entrepreneurs to get a comprehensive understanding of the history of Russian corporate law and successfully apply the acquired knowledge in business practice.

In Russia, corporate organizational and legal forms in entrepreneurial activity began to be created in the 17th century. For the first time in the Code of Tsar Alexei Mikhailovich, norms appeared that regulated the calculations of comrades among themselves regarding the distribution of unexpected losses and losses. AT Nizhny Novgorod there were wine-making partnerships, in Arkhangelsk - merchant (trading), among the Yaik Cossacks there were temporary partnerships for joint fishing. However, in Russia until the XVIII century. forms of property associations were not as widespread as in the countries of Western Europe, since Russian life was characterized by interpersonal associations, and not property ones. This was due primarily to a clearly expressed tendency of individualism, since Russian merchants very rarely pooled their capital for joint activities. The real introduction of partnerships in Russia began with the adoption by Peter I of the Decree of October 27, 1699, the Decree of December 27, 1706, the Decree of March 2, 1711 and the Decree of November 8, 1723, according to which merchants and other free citizens were ordered to trade by creating joint companies on the Western European model. The main varieties of companies in Russia were artels, associations of artels - "mixed and dense boilers", gangs - associations of fishermen, salters and other industrialists. All types of the above associations used either the pooling of the personal capitals of the participants, or the pooling of the "labor" of the participants, or the pooling of both the capitals and the "labor" of the participants. A "company" in Russia was understood to mean various types of business associations, primarily partnerships, with possible signs of a legal entity - partnerships, artels and associations of artels with some signs of a joint-stock company (separation of the association's capital from its participants). The responsibility of the participants in most Russian companies for the obligations of the company, as well as profits, was distributed in proportion to the contributions of the participants. This mixed view of companies (without a clear division into specific types ) dominated Russia until the end of the 18th century. In the XVIII century. companies in Russia were created mainly at the initiative of the state authorities, and as an organizational and legal form they were forcibly imposed by the state authorities and were practically not popular with merchants, in contrast to representatives of the upper nobility, who often actively participated in companies (Count Apraksin, Baron Sharifov , Count Tolstoy, Prince Menshikov). A distinctive feature of Russian companies of the early XVIII century. there was a purpose for their creation - most companies were created to receive state-owned factories, state-owned industries, lands, sometimes taxes, that is, such companies enjoyed significant benefits and privileges. In this regard, the state authorities received the right to control the activities of companies. In the XVIII century. companies were also created at the initiative of their participants, however, a private initiative had to receive state approval in the person of a collegium (most often the Manufacture Collegium or the Collegium of Commerce), and then be sure to be approved by the Senate. Internal organization of Russian companies of the 18th century. is practically unknown, only some instructions have been preserved that do not clearly define the functions of the governing bodies. In most cases, the companies were headed by a board whose competence was to conduct business at a common expense and at a common risk, sometimes with the help of employees. In some companies, management was carried out not by the board, but exclusively by directors (who received a certain remuneration for their work), who were most often chosen from among the largest and / or most influential participants in the company. In a number of companies, there was a system of meetings that vaguely resembled a general meeting of comrades. Thus, in Russia of the XVIII century. there were practically no clear, structured types and types of companies, there were no concepts of participation and a system of government, internal communications were chaotic and in many ways incomprehensible. During the first half of the XVIII century. the legal procedure for registering the activities of companies has been developing and constantly changing. So, for example, if the first companies of Prince Menshikov and Baron Shafirov existed without any legal regulation, then the activities of the company of Count Shuvalov were already regulated in detail. Since 1760, Empress Catherine II began to pursue a policy of limiting the benefits and privileges granted to companies, which eventually led to a gradual equalization of the conditions for their activities. The legal regulation of companies during the reign of Catherine II was limited to the adoption of separate royal decrees in relation to the activities of a particular company, and not to the adoption of uniform national legal norms that could regulate the very process of creating and operating corporate organizational forms. In the second half of the XVIII century. in Russia, mainly trading companies were created, which are partnerships with the right of a legal entity, similar in their legal nature to the colonial companies of Western Europe (the most famous large Russian companies are the Company for Trade with Constantinople, the Company for Trade with Persia, the Russian-American Company for Trade exploration of Alaska).

The subsequent development of the state legal regulation of partnerships in Russia is associated with the issuance by Emperor Alexander I of the Decree of September 6, 1805 "On the liability of joint-stock companies in the event of recovery by one share capital" (which introduced the concept of "limited liability of a shareholder" into Russian civil law) and the Manifesto dated January 1, 1807 "On new benefits granted to the merchants, differences, advantages and new ways to spread and strengthen commercial enterprises" (hereinafter - the Manifesto of 1807), in which the Russian merchants were recommended "to carry out their bargaining by creating partnerships." Partnerships could be created in industry, trade, in the areas of transportation, insurance, if their activities did not contradict the "common good". In the Manifesto of 1807, it was noted that the partnership was not an obligatory form of association of the merchants. In the same manifesto, two types of partnerships were considered: a general partnership and a limited partnership, similar to a limited Western European partnership. In addition to the above forms, a partnership could also be created by plots (prototypes of the first Russian joint-stock companies), which was formed by combining many participants (persons) who included "together certain amounts, of which a certain number gives the share capital." Such partnerships in the plots were intended practically to satisfy the interests of state economy, and their participants could be not only merchants, but also representatives of other classes. According to the Manifesto of 1807, participants in merchant associations could be comrades who were members of the same trading guild and decided to conduct joint trade by creating a trading house under their own name. Participants in such a merchant partnership were responsible "for all its debts in general and separately with their movable and immovable property." The agreement was supposed to regulate relations related to the internal and external functioning of the partnership, in particular, obligations to third parties and the duration of the partnership. Participants in merchant partnerships on faith could also be only persons belonging to the same merchant guild, and the participants could include one or more contributors who entrusted to the comrades for the implementation trading activities certain part of their capital. In accordance with the Manifesto of 1807, such partnerships (trading houses) were to act under the name "comrades and comp." The contributor did not bear any liability for the obligations of the limited partnership beyond the limits of his contribution, and, therefore, such a position did not allow him to participate in the management of the affairs of the partnership and represent in its interests. Investors could be persons who were not merchants. At the same time, the Manifesto of 1807 imposed a ban on simultaneous participation in several trading houses, since "a comrade is responsible for the debt of one house with all his property." After the adoption of the Manifesto of 1807, commercial partnerships in Russia received the necessary conditions for their development and were widespread in the merchant environment until October 1917. The legislation regulating the activities of trading partnerships changed slightly, since the Trade Charter (as amended in 1893) was based on the provisions of the Manifesto of 1807.

in Russia in the 19th century. there were legal entities with signs of partnerships, close to limited liability companies - Russian share partnerships, which were formed by reorganizing general and limited partnerships by transferring shares not for a wide sale, but to a predetermined narrow circle of persons (usually members of the same family). Share partnerships were widespread in Russia until October 1917. There were no special legal norms regulating the creation and operation of share partnerships in Russia until October 1917.

The first appearance of joint-stock companies as a special legal structure in Russia was due to the approval by Emperor Nicholas I of the Regulations of the Committee of Ministers "On the company established in Little Russia for the extraction of sugar from sugar beets" dated June 10, 1830. This document in relation to a particular company, it regulated a model charter, the procedure for managing and conducting business in a joint-stock company. The Regulation "On Companies for Shares" (hereinafter referred to as the Regulation of 1836), approved on December 6, 1836, became the basis of the joint-stock legislation of the Russian Empire until October 1917. According to the Regulation of 1836, the concept of "partnership in areas" became identical to the concept on shares." The norms of the Manifesto of 1807 and the Regulations of 1836 established an exclusively permissive procedure for the creation of any company on shares, the creation of which was impossible without special permission from the government. The charters of joint-stock companies were first sent to the relevant ministry or head office for consideration, then to the Committee of Ministers and / or to the State Council, then, after positive conclusions, the charters were signed by the founders, and the minister sent them to the Senate for final approval. In the process of considering draft charters, state bodies were guided by the following basic principles:

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The concept and science of economic law. Classification, principles and methods of legal regulation of economic relations, sources of economic legislation. Forms of state influence on business entities in the Republic of Belarus.

course of lectures, added 12/14/2011


Consolidation and deepening of theoretical and practical knowledge in the field of legal regulation of corporate relations in Belarus. Classification study social norms. The role and place, methods and forms of corporate relations in the system of society.

term paper, added 09/06/2014


Main types of securities. Regulation of relations arising from the issue and circulation of issue-grade securities, the creation and activities of professional market participants by the legislation of Russia. Principles and goals of state regulation.

term paper, added 01/27/2012


Legal characteristic promotional activities according to the legislation of the Russian Federation, its historical development. Legal nature and types of advertising. The system of sources of legal regulation of advertising activities. Contractual relations in the field of advertising.

thesis, added 07/30/2012


Legal bases of realization of investment activity in the Russian Federation. Fundamentals of state influence on investment activity at the federal and regional levels. general characteristics and contemporary issues subjects of investment legal relations.

thesis, added 08/09/2012


The essence and sources of commercial law. Peculiarities of normative-legal regulation in the sphere of trade. Reasons for acceptance and content federal law"On the Fundamentals of State Regulation of Trade Activity in the Russian Federation".

term paper, added 04/19/2011


Legal regulation of economic activity in the Russian Federation. System state support entrepreneurship in Zelenogorsk Krasnoyarsk Territory. The state of small business, features of the implementation of its legal regulation.

term paper, added 06/26/2013


History of formation and modern aspects of legal regulation of forest management relations in Russia. The concept and composition of the forest fund of the Russian Federation. Features of legal relations between subjects and objects of forest management, contractual forms of forest management.

thesis, added 11/14/2014


The legal nature of the rights of shareholders as members of the corporation. Study of the legal mechanism for providing shareholders with information about the activities of a joint-stock company. General legal description of the protection of corporate rights of shareholders in the Russian Federation.

thesis, added 05/22/2014


The history of the formation of notaries in Russia from the time of Ancient Russia to the present. Notaries as a legal institution. Analysis of the mechanism, forms and methods of state regulation and state control in the field of notaries in the Russian Federation.