Federal state-owned enterprises number of participants. The federal state enterprise is established by the decision of the Government of the Russian Federation

The fundamentals of the legal status of state-owned enterprises are established by the norms of the Civil Code of the Russian Federation, Federal Law No. 161FZ of November 14, 2002 “On State and Municipal Unitary Enterprises”1 (hereinafter referred to as the Law on Unitary Enterprises).

A state-owned enterprise is a unitary enterprise based on the right of operational management. In accordance with this Law, a commercial organization is recognized as a unitary organization that is not endowed with the right of ownership of property, which is assigned to it by the owner. The property of a state-owned enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Depending on the owner, a state-owned enterprise may be federal, be owned by a constituent entity of the Russian Federation, or be a municipal state-owned enterprise.

In addition to state-owned enterprises, under the legislation of the Russian Federation, unitary enterprises are created based on the right of economic management.

According to the Law on Unitary Enterprises, a state-owned enterprise is not entitled to create subsidiaries, however, it is granted the right, in agreement with the owner, to create branches and open representative offices. In accordance with Decree of the Government of the Russian Federation of December 3, 2004 No. 7391, a federal state-owned enterprise must coordinate these issues with the federal executive body in charge of it. In addition, a state-owned enterprise may be a participant (member) of commercial organizations, as well as non-profit organizations in which participation of legal entities is allowed. The decision on the participation of federal state-owned enterprises in a commercial or non-commercial organization is made by federal executive bodies in agreement with the Federal Agency for Federal Property Management.

A state-owned enterprise has a special legal capacity. With regard to state-owned enterprises, the legislation provides for full property liability for their obligations. At the same time, an essential feature of their legal status is the obligation of the owner to bear subsidiary liability for their obligations if the property of the enterprise itself is insufficient. As a result, state-owned enterprises are not subject to insolvency (bankruptcy) legislation.

A state-owned enterprise is established by decision of the Government of the Russian Federation, or an executive authority of a constituent entity of the Russian Federation, or a local self-government body. The decision defines the goals and subject of activity of the state-owned enterprise. The Law on Unitary Enterprises provides an exhaustive list of cases for the creation of enterprises of this type:
if the predominant or significant part of the products manufactured, work performed or services provided is intended for federal state needs, the needs of a constituent entity of the Russian Federation or a municipality;
- if it is necessary to use property, the privatization of which is prohibited, including property necessary to ensure the security of the Russian Federation, the operation of air, rail and water transport, the implementation of other strategic interests of the Russian Federation;
if it is necessary to carry out activities for the production of goods, the provision of services sold at prices established by the state in order to solve social problems;
if necessary, the development and production of certain types of products withdrawn from circulation and limited circulation;
if necessary, the implementation of certain subsidized activities and the conduct of unprofitable production;
if it is necessary to carry out activities provided for by federal laws exclusively for state-owned enterprises.

The constituent document of a state-owned enterprise is its charter, approved by the authorized state body or local self-government body. The charter of a federal state-owned enterprise is approved by the Government of the Russian Federation. The content of the charter and the procedure for amending it is determined in Art. 9 of the Law on Unitary Enterprises. State registration of a state-owned enterprise is carried out in accordance with the Registration Law. At the same time, it should be noted that the statutory fund is not created in state-owned enterprises.

The peculiarities of the legal status of a state-owned enterprise are largely determined by the legal regime of its property, which, as already noted, is assigned to the enterprise on the basis of the right of operational management1. It is also important to note that the Law on Unitary Enterprises provides for a special procedure for distributing the income of an enterprise, which should be determined by a Decree of the Government of the Russian Federation, authorized state authorities of the constituent entities of the Russian Federation or local governments.

The legislation provides the owner of the property of a state-owned enterprise with broad powers, a list of which is given in Art. 20 of the Law on Unitary Enterprises. Let's name some of them:
making a decision on the establishment of an enterprise, reorganization and liquidation, approval of the charter;
determination of the goals, subject, types of activity of the enterprise, giving consent to its participation in other legal entities, in associations of commercial organizations;
determination of the procedure for compiling, approving and establishing indicators for plans (programs) for the financial and economic activities of the enterprise;
appointment to the position of the head of the enterprise, conclusion of an employment contract with him;
coordinating the hiring of the chief accountant, concluding an employment contract with him;
giving consent to the disposal of property, including transactions related to the provision of loans, sureties, guarantees, other encumbrances, assignment of claims, transfer of debt, conclusion of a simple partnership agreement, major transactions, as well as transactions in which there is interest, and other transactions;
control over the intended use and safety of property;
approval of indicators of economic efficiency of the enterprise, control over their implementation;
approval of accounting and other reporting, decision-making on conducting audits, determining the amount of payment for the auditor's services;
seizure of surplus, unused and misused property from a state-owned enterprise;
bringing to the state enterprise binding orders for the supply of goods, performance of work, provision of services for state or municipal needs;
approval of income and expenditure estimates.

The implementation of the said powers of the owner of a federal state-owned enterprise is carried out by the federal executive body in charge of the enterprise, the Federal Agency for Federal Property Management. The division of powers between these bodies is carried out by Decree of the Government of the Russian Federation of December 3, 2004 No. 739.

The liquidation and reorganization of the federal state treasury enterprises included in the list of strategic enterprises and strategic joint-stock companies, approved by Decree of the President of the Russian Federation of August 4, 2004 No. 1009, are carried out by the Government of the Russian Federation on the basis of a decision of the President of the Russian Federation.

The sole executive body of a state-owned enterprise is its head, appointed by the owner and accountable to him. The manager must act in the interests of the enterprise, conscientiously and reasonably. The legal status of the head of the enterprise is determined by Art. 21 of the Law on Unitary Enterprises and labor legislation. It should be emphasized that the head of the enterprise is responsible for the losses caused to the state-owned enterprise by his guilty actions (inaction). The owner of the enterprise may sue him for such damages. In the cases provided for by federal laws, collegial advisory bodies may be formed at state-owned enterprises.

The peculiarities of the legal status of a state-owned enterprise should also include the publicity of financial statements, their presentation to authorized bodies, the possibility for the owner to establish cases of mandatory annual audit.

The civil law status of unitary enterprises is determined by the Civil Code (§ 4 Ch. 4, Art. 113-115), Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Enterprises” (hereinafter - the Federal Law on Enterprises), others federal laws and by-laws.

The Civil Code (Article 113) establishes the following main distinguishing features of a unitary enterprise.

A unitary enterprise is a commercial legal entity.
The property assigned to a unitary enterprise does not belong to it by the right of ownership.
The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
The founding document of a unitary enterprise is the charter.
The body of a unitary enterprise is the head, who is appointed by the owner or a body authorized by the owner, and is accountable to him.
Unitary enterprises, unlike other organizational and legal forms of commercial organizations, have special legal capacity.

A unitary enterprise is a commercial legal entity. This makes it possible to extend the legal regime of commercial organizations (entrepreneurs) to unitary enterprises both in terms of civil turnover (increased risk, liability regardless of fault, application of bankruptcy procedures, etc.), and in tax relations (profit tax, value added tax, property, etc.). At the same time, making a profit is not really the main goal of a unitary enterprise. Even during its creation, it may be assumed that it is impossible to make a profit (the need to carry out activities in order to solve social problems (including the sale of certain goods and services at minimum prices), as well as organizing and conducting procurement and commodity interventions to ensure the food security of the state, etc. .). In particular, this applies to state-owned enterprises.

The property assigned to a unitary enterprise does not belong to it by the right of ownership. A unitary enterprise owns, uses and disposes of state or municipal property assigned to it on a limited property right (economic management or operational management - art. art. 294-300 of the Civil Code). This means that in the process of entrepreneurial activity, the enterprise does not risk its own property, only partially carrying it out at its own risk (working capital and finished products). This fundamental difference between an enterprise and other commercial legal entities also predetermines many particular features of the legal status of an enterprise in economic circulation: a general restriction of its civil legal personality (Article 3 of the Federal Law on Enterprises), general limits on the disposal of fixed property by an enterprise (Article 18 of the Federal Law on Enterprises), special prohibitions on making specific transactions for the disposal of this property (Article 6 of the Federal Law on enterprises), special restrictions on certain types of transactions (Articles 6, 18, 22-24 of the Federal Law on enterprises). The owner retains the powers in relation to the property of a unitary enterprise: the formation, increase and decrease of its authorized capital (Articles 13-15 of the Federal Law on enterprises), approval of transactions (Articles 6, 18, 22-24 of the Federal Law on enterprises), withdrawal of part of the profit (Article 17 of the Federal Law on enterprises). In addition, the owner, in accordance with Art. 20 of the Federal Law on enterprises controls the use and safety of property belonging to the enterprise.

The property of a unitary enterprise is indivisible. The indivisibility of the property of a unitary enterprise means, firstly, the inadmissibility of the distribution of property by contributions (shares, shares) between the founders. In other words, a unitary enterprise can have only one founder. Secondly, the law imposes a ban on the distribution of the property of the enterprise, and above all the authorized capital, among its employees. Employees of a unitary enterprise not only cannot be part of the founders, but are generally excluded from the process of managing its property, including its distribution based on the results of the work of a unitary enterprise. Such decisions are made only by the owner and management bodies of the unitary enterprise.

Unitary enterprises can only be created on the basis of state or municipal property, which means that granting such enterprises limited rights in rem is one of the ways to exercise the right of public property. Therefore, only the Russian Federation, a subject of the Federation or a municipality can be their founders. The possibility of applying in some cases the norms on unitary enterprises to other organizational and legal forms of entrepreneurial activity should not be regarded as an exception to this rule.

Types of unitary enterprises. The Civil Code (Articles 113-115) distinguishes between two types of unitary enterprises: those based on the right of economic management and those based on the right of operational management (state-owned enterprises). In accordance with Part 2 of Art. 2 of the Federal Law on enterprises in the Russian Federation, the following types of unitary enterprises are created and operate:

unitary enterprises based on the right of economic management - a federal state enterprise and a state enterprise of a constituent entity of the Russian Federation, a municipal enterprise;
unitary enterprises based on the right of operational management - a federal state enterprise, a state enterprise of a subject of the Federation, a municipal state enterprise.

organizational unity. The founding document of a unitary enterprise is its charter.

The charter is approved by the authorized state bodies of the Russian Federation, state bodies of the subject of the Federation or local governments.

The charter of a unitary enterprise must contain:

full and abbreviated trade names of the unitary enterprise; indication of the location of the unitary enterprise; goals, subject, activities of a unitary enterprise;
information about the body or bodies exercising the powers of the owner of the property of a unitary enterprise;
name of the body of the unitary enterprise (head, director, general director);
the procedure for appointing the head of a unitary enterprise to the position, as well as the procedure for concluding, amending and terminating an employment contract with him in accordance with labor legislation and other normative legal acts containing labor law norms;
a list of funds created by a unitary enterprise, the size, procedure for the formation and use of these funds;
other information provided for by the Federal Law on enterprises.

In addition to the above information, the charter, in particular, must contain information on the size of its authorized capital, on the procedure and sources for its formation, as well as on the directions for using profits.

The charter of a state-owned enterprise must contain information on the procedure for the distribution and use of the income of a state-owned enterprise.

Amendments to the charter of a unitary enterprise are made by decision of a state body of the Russian Federation, a state body of a subject of the Russian Federation or a local self-government body authorized to approve the charter of a unitary enterprise.

Changes to the charter of a unitary enterprise are made in the manner determined by the Government of the Russian Federation or a local government body.

Changes made to the charter of a unitary enterprise or the charter of a unitary enterprise in a new edition are subject to state registration in the prescribed manner (Article 10 of the Federal Law on the enterprise).

Changes made to the charter of a unitary enterprise or the charter of a unitary enterprise in a new edition become effective for third parties from the moment of their state registration, and in cases established by the Federal Law on enterprises, from the moment of notification of the body that carries out state registration of legal entities.

Bodies of a unitary enterprise. Management of the activities of a unitary enterprise is carried out by its sole head - director (general director). The head of a unitary enterprise is appointed by the owner of the property of the unitary enterprise. The head of a unitary enterprise is accountable to the owner of the property of the unitary enterprise.

The head of a unitary enterprise acts on behalf of the unitary enterprise without a power of attorney, including representing its interests, making transactions on behalf of the unitary enterprise in accordance with the established procedure, approving the structure and staffing of the unitary enterprise, hiring employees of such an enterprise, concluding with them, changing and terminating employment contracts, issues orders, issues powers of attorney in the manner prescribed by law.

The head of the unitary enterprise organizes the implementation of the decisions of the owner of the property of the unitary enterprise.

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

The head of a unitary enterprise is subject to attestation in accordance with the procedure established by the owner of the property of a unitary enterprise.

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

In cases stipulated by federal laws and legal acts issued in accordance with them, advisory bodies (scientific, pedagogical, scientific, scientific and technical councils, and others) may be formed in a unitary enterprise. The charter of a unitary enterprise must define the structure of such bodies, their composition and competence.

Legal capacity of a unitary enterprise. A unitary enterprise may, in its own name, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court. A unitary enterprise is a legal entity, and therefore, a legally capable subject of civil circulation: in accordance with Art. 48 of the Civil Code, it can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court.

One of the differences between a unitary enterprise and all other legal entities pursuing profit-making as the main goal of their activities (commercial organizations) is a special legal capacity expressly provided for by law for this organizational and legal form, no matter what business area its activity belongs to. This is the fundamental difference between a unitary enterprise and all those commercial legal entities whose special legal capacity is fixed by their constituent documents. Transactions of a unitary enterprise made in violation of the special legal capacity, the content of which is indicated by its charter, are void, while extra-statutory transactions of other commercial legal entities are voidable.

The principle of special (target) legal capacity of a unitary enterprise means, firstly, that a legal entity is created to achieve certain goals and has the right to engage in only certain types of activities; and secondly, that it is not entitled to take actions that deprive it of the opportunity to engage in the activities for which this legal entity was created. Giving state legal entities special legal capacity contributes to the solution of those economic tasks for which they are established, and prevents improper and uncontrolled use of state (municipal) property.

Limits of legal capacity of a unitary enterprise. The law enshrines two important general restrictions on the legal capacity of a unitary enterprise. Firstly, unitary enterprises are not entitled to make transactions that are contrary to the goals and subject of their activities, determined by the charter of the enterprise. Such transactions are void on the basis of Art. 1681. Secondly, a unitary enterprise based on the right of economic management has the right to dispose of its property only to the extent that does not deprive it of the opportunity to carry out statutory activities after the transaction. This applies to both immovable and movable property (Article 18 of the Federal Law on Enterprises). In cases where the actions of the enterprise (including those carried out in accordance with the requirements of paragraph 2 of article 295 of the Civil Code of the Russian Federation) for the alienation or provision for long-term use to other persons of movable and immovable property assigned to the enterprise on the right of economic management, directly involved in production process of the enterprise, lead to the impossibility of using the property of the owner for its intended purpose, the relevant transactions are invalid on the grounds provided for in Art. 168 of the Civil Code, regardless of whether they are committed with the consent of the owner (the body authorized by him).

A unitary enterprise is not entitled to create another unitary enterprise as a legal entity by transferring to it a part of its property (subsidiary enterprise). This prohibition is due to the fact that the creation of subsidiaries led to the redistribution of the assets of a unitary enterprise.

Separate types of activities, the list of which is determined by the Federal Law, can be carried out by a unitary enterprise only on the basis of a license. Licensable activities include types of activities, the implementation of which may entail damage to the rights, legitimate interests, health of citizens, defense and security of the state, cultural heritage of the peoples of the Russian Federation and the regulation of which cannot be carried out by other methods than licensing (Article 4 of the Federal Law dated August 8, 2001 "On Licensing Certain Types of Activities"). The right to engage in such activities (rather than the ability to have rights and obligations associated with such activities) arises after obtaining a license - a special permit to carry out a specific type of activity. The list of such activities may be established only by law. It is given in the Federal Law "On Licensing Certain Types of Activities" (Article 17). In pursuance of this Law, the Government of the Russian Federation approved special provisions on licensing specific types of activities, determined the federal bodies that carry out licensing, as well as the types of activities that are licensed by the executive authorities of the constituent entities of the Federation.

A unitary enterprise is obliged to notify the tax inspectorate about permission to engage in a licensed type of activity (obtaining a license) (clause 3, article 84 of the Tax Code of the Russian Federation). If the licensed activity is the main one for the enterprise, a copy of the license must be submitted to the institution of the servicing bank at the place where the current account is opened.

Property isolation. The property of a unitary enterprise is formed at the expense of property assigned to the unitary enterprise on the right of economic management or on the right of operational management by the owner of this property; income of a unitary enterprise from its activities; other sources that do not contradict the law.

The specifics of exercising the right of economic management and the right of operational management in respect of immovable property located outside the Russian Federation and being federal property, as well as securities, shares, shares in legal entities located outside the Russian Federation, are established by the Government of the Russian Federation.

When the ownership of a state or municipal enterprise as a property complex is transferred to another owner of state or municipal property, such an enterprise retains the right of economic management or the right of operational management of the property belonging to it.

The right to property assigned to a unitary enterprise on the right of economic management or on the right of operational management by the owner of this property arises from the moment such property is transferred to the unitary enterprise, unless otherwise provided by federal law or established by the decision of the owner on the transfer of property to the unitary enterprise. Fixing on the right of economic management is accompanied by the transfer of property and its acceptance on the balance sheet of a unitary enterprise. Moreover, we are talking about an independent balance sheet of a person who actually uses this property in his financial and economic activities, and not a consolidated or some other balance sheet that performs purely accounting functions.

Of particular importance in the composition of the property is the authorized capital of a unitary enterprise. The statutory fund of a state or municipal enterprise determines the minimum amount of its property that guarantees the interests of the creditors of such an enterprise.

The statutory fund of a state or municipal enterprise may be formed at the expense of money, as well as securities, other things, property rights and other rights that have a monetary value.

The size of the authorized capital of a state or municipal enterprise is determined in rubles.

The size of the authorized capital of a state enterprise must be at least 5 thousand minimum wages established by federal law on the date of state registration of a state enterprise.

The size of the authorized capital of a municipal enterprise must be at least 1,000 minimum wages established by federal law on the date of state registration of the municipal enterprise.

Federal laws or other normative legal acts may determine the types of property that cannot be used to form the authorized capital of a state or municipal enterprise.

In a state-owned enterprise, the authorized capital is not formed.

The authorized fund of a state or municipal enterprise must be fully formed by the owner of its property within three months from the date of state registration of such an enterprise.

The statutory fund is considered to be formed from the moment the relevant sums of money are credited to the bank account opened for these purposes and (or) transfer in the prescribed manner to the state or municipal enterprise of other property assigned to it on the right of economic management (other property assigned to state or municipal enterprises on right of economic management), in full.

Independent property liability. A unitary enterprise, having civil capacity, also bears independent property liability for its obligations with all its property (Article 7 of the Federal Law on Enterprises). This is due to the fact that the organizational and legal form of a commercial legal entity serves the task of limiting the property risks of its founder (founders) by the size of the property transferred to such a legal entity (assigned to it).

The obligations of a unitary enterprise are obligations in which it acts on one of the parties - as a creditor or as a debtor. Some obligations (rights and obligations) are acquired by him independently on his own behalf (actions of the bodies of a unitary enterprise), others - by persons acting on his behalf under the authority enshrined in a power of attorney (head of a branch or representative office), others - by persons imposing obligations on him by virtue of law (responsibility for the actions of employees).

A unitary enterprise shall be liable for its obligations with all its property. Both unitary enterprises based on the right of economic management and unitary enterprises based on the right of operational management bear full property responsibility for their obligations.

The main object, which is levied on the claims of creditors of a unitary enterprise, is its funds in the bank account and in the cash desk of the enterprise.

In accordance with Art. 94 of the Federal Law of October 2, 2007 No. 229-FZ “On Enforcement Proceedings" in the event that the debtor-organization does not have sufficient funds to pay off the debt, foreclosure is levied on other property owned by him on the right of ownership, the right of economic management or the right operational management (with the exception of property withdrawn from circulation or restricted in circulation), regardless of where and in whose actual use it is located.

A unitary enterprise is not liable for the obligations of the owner of its property (the Russian Federation, a subject of the Federation, a municipality). The principle of independent property liability means the separate responsibility of a unitary enterprise and its founder. By virtue of this, a unitary enterprise is not liable for the obligations of the owner of its property (the Russian Federation, a constituent entity of the Federation, a municipality), and the owner of a unitary enterprise, accordingly, is not liable for the obligations of the enterprise.

The Russian Federation, a constituent entity of the Federation, a municipal entity shall not be liable for the obligations of a state or municipal enterprise, except in cases where the insolvency (bankruptcy) of such an enterprise is caused by the owner of its property. In these cases, if the property of the state or municipal enterprise is insufficient, the owner may be held subsidiary liable for his obligations. The Russian Federation, subjects of the Federation or municipalities bear subsidiary liability for the obligations of their state-owned enterprises if their property is insufficient.

Company name and other means of individualization. The individualization of a unitary enterprise is associated with its recognition as a subject of law (legal entity). It is provided with the help of a certain set of legal methods that provide all other persons with the opportunity to identify the legal entity and the results of its activities. These include ways of individualizing a legal personality - a company name, commercial designation, location, emblem; methods of individualization of the results of the activity of a legal entity - a trademark, a service mark, an appellation of origin of goods; ways to individualize the document flow of a legal entity - printing, stamps, letterheads.

A company name is the most important means of individualization of a unitary enterprise in civil circulation. In accordance with Art. 54 of the Civil Code, a legal entity has its own name, containing an indication of its organizational and legal form. A legal entity that is a commercial organization must have a company name (clause 4, article 54 of the Civil Code). The name of a legal entity must be indicated in its constituent documents (clause 3, article 54 of the Civil Code). In accordance with these requirements, a unitary enterprise must have a company name, and this name must be indicated in its charter.

The full company name is fixed in the charter of the unitary enterprise (Article 9 of the Federal Law on Enterprises) and is fixed on the round seal of the unitary enterprise, on stamps and forms of documents (Article 2 of the Federal Law on Enterprises). Every unitary enterprise must have it. On the contrary, an abbreviated corporate name is assigned to an enterprise and fixed in the charter at the discretion of the founder. But if the enterprise has it, then the regulations define the general requirements for the use of this variant of the name (Articles 2 and 9 of the Federal Law on Enterprises).

The company name, according to accounting regulations, does not apply to intangible assets of a unitary enterprise (see Order of the Ministry of Finance of the Russian Federation dated December 27, 2007 No. 153n “On Approval of the Accounting Regulation “Accounting for Intangible Assets” PBU 14/2007”). The enterprise has the exclusive right to use its company name as a means of individualization, including by indicating it on signboards, letterheads, invoices and other documentation, in announcements and advertisements, on goods or their packaging. Disposal of the exclusive right to a company name (including by alienating it or granting another person the right to use a company name) is not allowed (Article 1474 of the Civil Code).

The location of the enterprise is important both for its individualization and for a number of legal relations in which a unitary enterprise participates. So, for example, the place of execution of the monetary obligation (Article 316 of the Civil Code) is associated with the location of the creditor, and the jurisdiction of the claimed claim is associated with the location of the defendant (Article 28 of the Code of Civil Procedure, Article 35 of the APC). Tax legislation associates with the location of a legal entity the place of registration of a unitary enterprise with the tax authorities (clause 1, article 83 of the Tax Code of the Russian Federation).

A unitary enterprise must have a round seal containing its full company name in Russian and an indication of the location of the unitary enterprise. The seal of a unitary enterprise may also contain its trade name in the languages of the peoples of the Russian Federation and (or) a foreign language. A unitary enterprise has the right to have stamps and letterheads with its own company name, its own emblem, as well as a trademark registered in the established order and other means of individualization.

The location (address) of a unitary enterprise is determined taking into account the rules for its state registration. Its address must be located within the jurisdiction of the registering authority (within its territorial competence) and coincide with the address (location) of the permanent executive body (director) of the unitary enterprise. The address (location) of the permanent executive body (director) must be indicated in the application for state registration of a unitary enterprise (Decree of the Government of the Russian Federation of June 19, 2002 No. 439 "On approval of the forms of documents used in the state registration of legal entities, and requirements for their design"). The location of a unitary enterprise is also indicated in its charter (Articles 52, 113 of the Civil Code). Thus, the location of a unitary enterprise is not identical to the place of its registration, but is determined by it.

The location (postal address) of a unitary enterprise should be determined taking into account the legislation on real estate: it cannot be located in a residential area; someone else's property.

Features of establishment, reorganization and liquidation. Civil legal capacity (the ability to have civil rights and obligations) of a unitary enterprise arises, like any other legal entity, at the time of its creation (clause 3, article 49 of the Civil Code). A unitary enterprise is considered to be established as a legal entity from the date of making the corresponding entry in the Unified State Register of Legal Entities with the features established by Art. 10 Federal Law on enterprises. Unitary enterprises are usually created without any time limit.

The founder of a unitary enterprise may be the Russian Federation, a subject of the Russian Federation or a municipality.

The decision to establish a federal state enterprise is made by the Government of the Russian Federation or federal executive bodies in accordance with the acts defining the competence of such bodies.

The decision to establish a federal state enterprise is made by the Government of the Russian Federation.

The decision to establish a state enterprise of a constituent entity of the Russian Federation or a municipal enterprise is taken by the authorized body of state power of a constituent entity of the Federation or a local self-government body in accordance with the acts defining the competence of such bodies.

A federal state enterprise is established by a decision of the Government of the Russian Federation. A state-owned enterprise of a constituent entity of the Federation is established by a decision of a public authority of a constituent entity of the Federation, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.

A municipal state-owned enterprise is established by a decision of a local self-government body, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.

A state or municipal enterprise may be created in the following cases:

the need to use property, the privatization of which is prohibited, including property that is necessary to ensure the security of the Russian Federation;
the need to carry out activities in order to solve social problems (including the sale of certain goods and services at minimum prices), as well as the organization and conduct of procurement and commodity interventions to ensure the food security of the state;
the need to carry out activities provided for by federal laws exclusively for state unitary enterprises;
the need to carry out scientific and scientific-technical activities in sectors related to ensuring the security of the Russian Federation;
the need to develop and manufacture certain types of products that are in the sphere of interests of the Russian Federation and ensure the security of the Russian Federation;
the need to produce certain types of products withdrawn from circulation or limited circulation.

A state-owned enterprise can be created in the following cases:

if its creation is provided for by federal laws or international treaties of the Russian Federation;
if the predominant or significant part of the products manufactured, work performed, services provided is intended for federal state needs, the needs of a constituent entity of the Russian Federation or a municipality;
the need to use property, the privatization of which is prohibited, including property necessary to ensure the security of the Russian Federation, the operation of air, rail and water transport, the implementation of other strategic interests of the Russian Federation;
the need to carry out activities for the production of goods, the performance of work, the provision of services sold at prices established by the state in order to solve social problems;
the need to develop and manufacture certain types of products that ensure the security of the Russian Federation;
the need to produce certain types of products withdrawn from circulation or limited circulation;
the need to carry out certain subsidized activities and conduct unprofitable production;
the need to carry out activities provided for by federal laws exclusively for state-owned enterprises.

The decision to establish a unitary enterprise must determine the goals and subject of activity of the unitary enterprise.

The procedure for determining the composition of property assigned to a unitary enterprise on the right of economic management or on the right of operational management, as well as the procedure for approving the charter of a unitary enterprise and concluding a contract with its head, is established by the Government of the Russian Federation, authorized state authorities of the constituent entities of the Federation or local governments.

The reorganization of a unitary enterprise can be carried out in the form of:

merger of two or more unitary enterprises;
accession to the unitary enterprise of one or several unitary enterprises;
division of a unitary enterprise into two or more unitary enterprises;
separation from a unitary enterprise of one or more unitary enterprises;
transformation of a unitary enterprise into a legal entity of a different organizational and legal form in the cases provided for by this Federal Law or other federal laws.

Unitary enterprises may be reorganized in the form of a merger or acquisition if their property belongs to the same owner.

A change in the type of a unitary enterprise, as well as a change in the legal status of a unitary enterprise due to the transfer of ownership of its property to another owner of state or municipal property (the Russian Federation, a constituent entity of the Russian Federation or a municipality) is not a reorganization.

In the event of a change in the type of a unitary enterprise, as well as the transfer of the property of a unitary enterprise to another owner of state or municipal property (the Russian Federation, a constituent entity of the Russian Federation or a municipality), appropriate changes are made to the charter of the unitary enterprise.

The transfer of property is considered to have taken place from the moment of state registration of the amendments made to the charter of the unitary enterprise.

Unless otherwise provided by the Federal Law, the property of unitary enterprises that have arisen as a result of reorganization in the form of division or separation belongs to the same owner as the property of the reorganized unitary enterprise.

When a state-owned enterprise is transformed into a state-owned or municipal enterprise, the owner of the property of the state-owned enterprise shall, within six months, bear subsidiary liability for the obligations that have passed to the state or municipal enterprise.

A unitary enterprise is considered to be reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities.

When a unitary enterprise is reorganized in the form of a merger with another unitary enterprise, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities on the termination of the merged unitary enterprise.

A unitary enterprise, no later than 30 days from the date of the decision on reorganization, is obliged to notify in writing all the creditors of the unitary enterprise known to it, and also to place in the press, in which data on state registration of legal entities are published, a message about such a decision. At the same time, the creditors of the unitary enterprise, within 30 days from the date of sending them a notification or within 30 days from the date of publication of a notice of such a decision, have the right to demand in writing the termination or early performance of the relevant obligations of the unitary enterprise and compensation for their losses.

State registration of newly emerged unitary enterprises as a result of reorganization, making an entry on the termination of unitary enterprises, as well as state registration of amendments and additions made to the charter are carried out in the manner established by the Federal Law on State Registration of Legal Entities, only upon presentation of evidence of notification of creditors in the manner established paragraph 7 of Art. 29 of the Federal Law on enterprises.

If the separation balance sheet does not make it possible to determine the legal successor of the reorganized unitary enterprise, the newly emerged unitary enterprises shall be jointly and severally liable for the obligations of the reorganized unitary enterprise to its creditors in proportion to the share of the property (rights) of the reorganized unitary enterprise transferred to them, determined in value terms.

The procedure for the liquidation of a unitary enterprise is determined by the Civil Code, the Federal Law on Enterprises and other regulatory legal acts.

A unitary enterprise may be liquidated by decision of the owner of its property.

A unitary enterprise may also be liquidated by a court decision on the grounds and in the manner established by the Civil Code and other federal laws.

The liquidation of a unitary enterprise entails its termination without the transfer of rights and obligations by way of succession to other persons.

If a decision is made to liquidate a unitary enterprise, the owner of its property shall appoint a liquidation commission.

From the moment of appointment of the liquidation commission, the powers to manage the affairs of the unitary enterprise are transferred to it. The liquidation commission, on behalf of the liquidated unitary enterprise, acts in court.

If, during the liquidation of a state or municipal enterprise, its inability to satisfy the claims of creditors in full is established, the head of such an enterprise or the liquidation commission must apply to an arbitration court with an application for declaring the state or municipal enterprise bankrupt.

according to the civil legislation of the Russian Federation, a unitary enterprise based on the right of operational management. According to Art. 115 of the Civil Code of the Russian Federation, in cases provided for by the law on state and municipal unitary enterprises, by decision of the Government of the Russian Federation, a unitary enterprise based on the right of operational management (federal capital enterprise) can be formed on the basis of federally owned property. The founding document of the K. p. is its charter, approved by the Government of the Russian Federation. The Russian Federation bears subsidiary liability for the obligations of the C. p. in case of insufficiency of its property. The committee may be reorganized or liquidated by decision of the Government of the Russian Federation.

Great Definition

Incomplete definition ↓

PUBLIC ENTERPRISE

in accordance with the civil legislation of the Russian Federation - a unitary enterprise based on the right of operational management.

According to Art. 115 of the Civil Code of the Russian Federation, in cases provided for by the law on state and municipal unitary enterprises, by decision of the Government of the Russian Federation, a unitary enterprise based on the right of operational management (federal capital enterprise) can be formed on the basis of federally owned property. The constituent document of K.p. is its charter, approved by the Government of the Russian Federation. Trade name K.p. must contain an indication that the enterprise is state-owned. The Russian Federation bears subsidiary liability for the obligations of K.p. in case of insufficiency of his property. K.p. may be reorganized or liquidated by decision of the Government of the Russian Federation. See also. UNITARY ENTERPRISE.

Great Definition

Incomplete definition ↓

A unitary enterprise is a state or municipal enterprise that is a commercial organization that is not endowed with the right of ownership of the property assigned to it (the property is indivisible and cannot be distributed among deposits). The owner of the property of such an enterprise is a society (state) represented by the Government of the Russian Federation or the government of a constituent entity of the Russian Federation or a self-government body represented by a municipality. There are two sub-forms of unitary enterprises:

· on the right of economic management;

· on the right of operational management (federal state enterprise).

The property of a unitary enterprise on the right of economic management is in state or municipal ownership. It is created by decision of the authorized state (municipal) body.

The owner is not responsible for the obligations of such an enterprise. The enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner.

Such a unitary enterprise owns, uses and disposes (by agreement with the owner) of the property, may create a subsidiary unitary enterprise by transferring part of its property to it for economic management.

The owner of such an enterprise has the right to receive a part of the profit of a unitary enterprise, decides on the creation, reorganization and liquidation of the enterprise, determining the subject of its activity, control over the use and safety of property.

The authorized capital of such a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital of a unitary enterprise is regulated by law. If the value of net assets at the end of the financial year is less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, of which the creditors are notified.

The property of a unitary enterprise on the right of operational management is in the state ownership of the Russian Federation. Such an enterprise is created by the Government of the Russian Federation. The Government of the Russian Federation bears subsidiary (additional) liability for the obligations of such an enterprise (it is called a federal state-owned enterprise).

A unitary state enterprise, based on the right of operational management, independently only owns and uses property in accordance with the goals of its activities and the tasks of the owner. It can dispose of property only with the consent of the owner (the Government of the Russian Federation). The owner has the right to seize the equipment of such a unitary enterprise that is surplus or not used for its intended purpose.

The state-owned enterprise independently sells its products.

The procedure for distributing the income of a state-owned enterprise is determined by the owner of its property.

The term "enterprise" is extremely important to distinguish from the term "institution". An enterprise is, as a rule, an organization that conducts business activities for the purpose of generating income. Institution - ϶ᴛᴏ an organization that, as a rule, performs social functions (state institutions, educational, health care, cultural, etc.).

Institutions are not entitled to dispose of the property assigned to it, acquired at the expense of funds allocated to it according to the estimate by the owner (in our case, the state or municipality). If, in accordance with the constituent documents, the institution is granted the right to carry out income-generating activities, then the income received from such activity and the property acquired at the expense of these incomes enters the independent disposal of the institution and is accounted for as a separate balance sheet.

State and municipal property is in the institution on the right of operational management.

When the ownership rights to a state and municipal enterprise are transferred to another person, the rights of economic management and operational management are preserved.

A federal state enterprise may be created if one of the following conditions is met:

if the activities carried out by him are allowed by federal laws exclusively for state enterprises;

if the predominant or significant part of the products manufactured by the enterprise (work performed, services rendered) is supplied for federal state needs.

The founding document of a state-owned enterprise is its charter, approved by the Government of the Russian Federation. The trade name of an enterprise based on the right of operational management must contain an indication that the enterprise is state-owned. The rights of a state-owned enterprise to the property assigned to it are determined in accordance with Articles 296 and 297 of the Civil Code of the Russian Federation.

The Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise if its property is insufficient (Article 115 of the Civil Code of the Russian Federation).

The head of a federal state-owned enterprise is a civil servant, whose appointment to a position and dismissal from it is carried out in the manner established by the legislation of the Russian Federation for civil servants. The head of a federal state-owned enterprise enjoys all the rights and bears all the obligations stipulated by the legislation and the charter of the enterprise.

In cases where the state refuses to conclude a state contract or contracts with a state-owned enterprise that provide in aggregate the purchase from the enterprise of at least 50% of its products, the enterprise must be liquidated or reorganized in the prescribed manner within 6 months, including by transforming it into an open joint-stock company type.

State commercial enterprise

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local self-government body. The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local government body (Article 114 of the Civil Code of the Russian Federation).

The property of a state commercial enterprise is formed at the expense of funds allocated for the intended purpose from the relevant budget, property transferred to the enterprise by the owner, income from own entrepreneurial activity, and other sources.

The charter of a state commercial enterprise indicates the size of its authorized capital, which cannot be less than 1,000 minimum monthly wages established by law or a greater amount established by the legislation of the Russian Federation on the date of registration of the enterprise.

The state commercial enterprise is obliged to:

form a reserve fund in the amount determined by its charter and constituting at least 10% of its authorized fund, directing for these purposes the profit remaining at its disposal until the reserve fund reaches the established value;

use the resources of the reserve fund exclusively to cover losses, as well as to return budget loans and pay interest on targeted state loans in case of insufficient funds of the enterprise;

transfer to the appropriate budget part of the profit remaining at its disposal after taxes and other obligatory payments and the formation of a reserve fund in the amount determined by the owner within 10% of the net profit of the enterprise.

A unitary enterprise based on the right of economic management may create another unitary enterprise as a legal entity by transferring to it, in accordance with the established procedure, part of its property for economic management (subsidiary enterprise).

The rights of a state commercial enterprise to the property assigned to it are determined in accordance with Article 295 of the Civil Code of the Russian Federation.

The degree of property isolation of different enterprises is different.

Thus, the degree of property isolation of state unitary enterprises that are not owners of the state property transferred to them is expressed in the assignment of such property to them on the basis of the right of economic management. It is clear that in relation to this property the enterprise has a smaller set of rights than the owner in relation to his property.

The owner of property under economic management, in accordance with the law, decides on the establishment of an enterprise, determining the subject and goals of its activities, its reorganization and liquidation, appoints the head of the enterprise, exercises control over the use for the intended purpose and safety of the property belonging to the enterprise. The owner has the right to receive a part of the profit from the use of property under the economic management of the enterprise.

An enterprise is not entitled to sell property belonging to it under the right of economic management, lease it, pledge it, make a contribution to the authorized (reserve) capital of business companies and partnerships, or otherwise dispose of this property without the consent of the owner.

Institutions that are not owners of the property assigned to them own and use it on the basis of the right of operational management. The rights of such a legal entity in relation to the property assigned to it are even narrower than in the exercise of the right of economic management. Such an enterprise has the right to alienate or otherwise dispose of its property only with the consent of the owner of this property. When the ownership of an institution is transferred to another person, this institution retains the right of operational management of the property belonging to it.

The previously existing scheme of relations between the state and economic entities of the construction industry assumed the possibility of managing construction organizations only through vertical structures and management connections through command-administrative influence. At present, such a scheme for the bulk of functioning construction organizations is outdated.

The command-administrative system demanded from construction organizations the impeccable execution of instructions “from above”. At the same time, construction organizations themselves were obliged to spend the earned funds (profit) on production and social development in strictly allocated amounts, receive raw materials from suppliers assigned to them and transfer finished products to predetermined consumers at stable prices established by higher authorities. The consumer was tied to the producer by the plan and could not create competition in those economic conditions.

During the transition to new economic relations during the transformation of the former management bodies at all levels, the administrative vertical was completely violated. In addition, when state enterprises were transformed into joint-stock companies, the principles of their management changed. The state (or a body authorized by it) can directly influence the economic activity of a joint-stock enterprise, owning a controlling stake.

The distribution of construction organizations by form of ownership is presented in the table below.

Table 4

	Quantity, thousand units	Percentage
Number of organizations total
Including by form of ownership:

mixed
individual
municipal