Civil Code of the Russian Federation Article 52. Civil Code of the Russian Federation (CC RF). The ratio of the charter and the memorandum of association

Authorized body wants to hold the organization (IP) liable for violation of urban planning norms when construction work(reconstruction, overhaul, etc.) under the contract concluded at the auction

An organization (IP) disputes being held liable for violation (including repeated) of urban planning norms during construction work (reconstruction, overhaul, etc.) under an agreement concluded at an auction

An organization (IP) disputes holding liable for engineering surveys, preparation of project documentation, construction, reconstruction, overhaul without membership in an SRO

1. Construction, reconstruction of facilities capital construction, as well as their overhaul is regulated by this Code, other federal laws and other regulatory legal acts adopted in accordance with them Russian Federation.

2. Work under agreements on construction, reconstruction, overhaul of capital construction objects concluded with the developer, technical customer, the person responsible for the operation of the building, structure, regional operator (hereinafter also referred to as the construction contract) must be carried out only by individual entrepreneurs or legal entities. persons who are members of self-regulatory organizations in the field of construction, reconstruction, overhaul capital construction facilities, unless otherwise provided by this article. Construction, reconstruction, overhaul of capital construction projects under such contracts is carried out by specialists in the organization of construction (chief project engineers). Work under agreements on construction, reconstruction, overhaul of capital construction facilities concluded with other persons may be performed by individual entrepreneurs or legal entities that are not members of such self-regulatory organizations.

(see text in previous edition)

2.1. An individual entrepreneur or a legal entity that is not a member of self-regulatory organizations in the field of construction, reconstruction, overhaul of capital construction facilities may perform work under construction contracts concluded with the developer, technical customer, the person responsible for the operation of the building, structure, regional operator, if the amount of obligations under each of such contracts does not exceed three million rubles.

2.2. Membership in self-regulatory organizations in the field of construction, reconstruction, overhaul of capital construction projects is not required:

1) state and municipal unitary enterprises, including state and municipal state-owned enterprises, state and municipal institutions in the event that they conclude construction contracts with federal executive authorities, state corporations exercising legal regulation in the relevant area, public authorities of the constituent entities of the Russian Federation, bodies local government, which are in charge of such enterprises, institutions, or if such enterprises, institutions perform the functions of a technical customer on behalf of the indicated federal executive authorities, state corporations, state authorities of the constituent entities of the Russian Federation, local governments;

2) commercial organizations, in the authorized (share) capitals of which the share of state and municipal unitary enterprises, state and municipal autonomous institutions is more than fifty percent, in the event that such commercial organizations conclude construction contracts with these enterprises, institutions, as well as with federal executive bodies authorities, state corporations, state authorities of the constituent entities of the Russian Federation, local governments, which are provided for in clause 1 of this part and which are in charge of the specified enterprises, institutions, or if such commercial organizations perform the functions of a technical customer on behalf of the specified enterprises, institutions, federal executive authorities, state corporations, state authorities of the constituent entities of the Russian Federation, local governments;

3) legal entities established by public law entities (with the exception of legal entities provided for in paragraph 1 of this part), in the event that these legal entities conclude construction contracts in established areas of activity (in areas for the purpose of carrying out activities in which such legal entities are created ), as well as commercial organizations, in the authorized (share) capitals of which the share of these legal entities is more than fifty percent, in the event that such commercial organizations conclude construction contracts with the specified legal entities or if such commercial organizations perform the functions of a technical customer on behalf of the specified legal entities persons;

4) legal entities, in the authorized (share) capitals of which the share of public legal entities is more than fifty percent, in the event that these legal entities conclude construction contracts with federal executive authorities, state authorities of the constituent entities of the Russian Federation, local governments, within the established in the areas of activity of which these legal entities carry out statutory activities, or in the event that these legal entities perform the functions of a technical customer on behalf of these federal executive authorities, state authorities of the constituent entities of the Russian Federation, local governments, as well as commercial organizations, in authorized (share) capital where the share of the said legal entities is more than fifty percent, in the event that such commercial organizations conclude construction contracts with the said federal executive bodies, state authorities of the constituent entities of the Russian Federation, local authorities, legal entities or, in the event that such commercial organizations perform the functions of a technical customer on behalf of the indicated federal executive authorities, state authorities of the constituent entities of the Russian Federation, local authorities, legal entities;

(see text in previous edition)

3. The person carrying out the construction, reconstruction, overhaul of a capital construction object (hereinafter referred to as the person carrying out the construction) may be a developer or an individual entrepreneur or a legal entity that has entered into a building contract. The person carrying out the construction ensures compliance with the requirements of the project documentation, technical regulations, safety precautions in the process of these works and is responsible for the quality of the work performed and their compliance with the requirements of project documentation and (or) information model (if the formation and maintenance of the information model are mandatory in accordance with the requirements of this Code).

(see text in previous edition)

3.1. The developer has the right to carry out construction, reconstruction, overhaul of capital construction objects independently, provided that he is a member self-regulatory organization in the field of construction, reconstruction, overhaul of capital construction facilities, unless otherwise provided by this article, or with the involvement of other persons under a construction contract.

(see text in previous edition)

3.2. In case of issuing a permit for separate stages of construction, reconstruction of capital construction objects or in case of separation of construction stages, reconstruction of a linear object, other capital construction objects that are part of a linear object, in accordance with Part 3.3 of this article, individual entrepreneurs or legal entities that are members self-regulatory organization in the field of construction, reconstruction of capital construction objects (unless otherwise provided by this article), may be attracted by the developer or technical customer on the basis of a construction contract for the implementation of certain stages of construction, reconstruction of a capital construction object.

(see text in previous edition)

3.3. By decision of the developer or technical customer, the stages of construction, reconstruction of a linear facility, other capital construction facilities that are part of a linear facility, can be separated after obtaining a permit for the construction of the facility by amending the design documentation of the relevant facility in the manner prescribed by this Code.

4. When carrying out construction, reconstruction, overhaul of a capital construction object on the basis of a construction contract with a developer or technical customer, a person responsible for the operation of a building, structure, a regional operator, these persons must prepare a land plot for construction and (or) a capital construction object for reconstruction or overhaul, as well as transfer individual entrepreneur or a legal entity with which such an agreement is concluded, materials and results of engineering surveys, project documentation, building permit. If it is necessary to stop work or suspend it for more than six months, the developer or technical customer must ensure the conservation of the capital construction object.

(see text in previous edition)

5. If, in accordance with this Code, when carrying out construction, reconstruction of a capital construction object, state construction supervision is provided, the developer or technical customer in advance, but not later than seven working days before the start of construction, must send the reconstruction of the capital construction object to the authorized for state construction supervision, a federal executive body, an executive body of a constituent entity of the Russian Federation or the State Atomic Energy Corporation "Rosatom" (hereinafter also referred to as state construction supervision bodies) a notice of the commencement of such work, to which the following documents are attached:

(see text in previous edition)

1) a copy of the building permit;

2) project documentation in full, and in cases of issuing a permit for a separate stage of construction, reconstruction in the amount necessary for the implementation of the corresponding stage of construction;

(see text in previous edition)

3) a copy of the document on the placement of indentation lines from the red lines on the terrain;

4) general and special journals in which records are kept of the performance of work;

5) a positive conclusion of the examination of the design documentation in the event that the design documentation of the capital construction object is subject to examination in accordance with Article 49 of this Code.

(see text in previous edition)

5.1. The person carrying out the construction has the right not to submit the documents provided for in clauses 1 and 5 of part 5 of this article. In this case, the state construction supervision authorities independently request these documents (the information contained in them) from the authority that issued the construction permit.

(see text in previous edition)

5.2. In the event that changes are made to the project documentation that has received a positive conclusion from the examination of the project documentation, in accordance with parts 3.8 and 3.9 of Article 49 of this Code, after obtaining a permit for the construction of a capital construction facility, the developer or technical customer no later than ten working days from the date of approval of such changes in accordance with with parts 15.2 and 15.3 of Article 48 of this Code sends them to the bodies of state construction supervision.

5.3. In cases established by the Government of the Russian Federation, the documents (their copies or information contained in them) specified in paragraphs 1-5 of part 5 of this article are provided by the developer or technical customer in the form of an information model.

6. The person carrying out the construction is obliged to carry out the construction, reconstruction, overhaul of the capital construction object in accordance with the design assignment, project documentation and (or) information model (if the formation and maintenance of the information model are mandatory in accordance with the requirements of this of the Code), the requirements for the construction, reconstruction of a capital construction facility established as of the date of issue of the urban planning plan of the land plot submitted for the construction permit, the permitted use of the land plot, the restrictions established in accordance with the land and other legislation of the Russian Federation, the requirements of technical regulations and when ensure the safety of work for third parties and environment, fulfillment of labor safety requirements, preservation of cultural heritage sites. The person carrying out the construction is also obliged to provide access to the territory where the construction, reconstruction, overhaul of the capital construction facility is carried out, representatives of the developer, technical customer, the person responsible for the operation of the building, structure, or regional operator, state construction supervision bodies, provide them the necessary documentation, carry out construction control, ensure the maintenance of as-built documentation, notify the developer, technical customer, the person responsible for the operation of the building, structure, or regional operator, representatives of state construction supervision authorities about the deadlines for completion of works that are subject to verification, ensure the elimination of identified deficiencies and not to proceed with the continuation of work until the drawing up of acts on the elimination of identified shortcomings, to ensure control over the quality of the building materials used.

(see text in previous edition)

7. Deviation of the parameters of the capital construction object from the design documentation, the need for which was revealed in the process of construction, reconstruction, overhaul of such an object, is allowed only on the basis of the newly approved developer, technical customer, the person responsible for the operation of the building, structure, or the regional operator of the project documentation after making appropriate changes to it in accordance with this Code, including in the manner prescribed by parts 3.8, the composition and procedure for maintaining as-built documentation, the form and procedure for maintaining general and special journals that record the performance of work, the procedure for construction, reconstruction, overhaul, the procedure for conservation of a capital construction object may be established by regulatory legal acts of the Russian Federation.

The Civil Code of the Russian Federation, along with the federal laws adopted in accordance with it, is the main source of civil legislation in the Russian Federation. The norms of civil law contained in other normative legal acts cannot contradict the Civil Code. The Civil Code of the Russian Federation, work on which began at the end of 1992, and initially went in parallel with work on the Russian Constitution of 1993, is a consolidated law consisting of four parts. In connection with the huge amount of material that required inclusion in the Civil Code, it was decided to accept it in parts.

The first part of the Civil Code of the Russian Federation, which entered into force on January 1, 1995, (with the exception of certain provisions), includes three of the seven sections of the code (section I "General Provisions", section II "Property and other property rights", Section III "General Part of the Law of Obligations"). This part of the Civil Code of the Russian Federation contains the fundamental norms of civil law and its terminology (on the subject and general principles of civil law, the status of its subjects (individuals and legal entities)), objects of civil law (various types of property and property rights), transactions, representation , statute of limitations, ownership, as well as the general principles of the law of obligations.

The second part of the Civil Code of the Russian Federation, which is a continuation and addition to the first part, was put into effect on March 1, 1996. It is completely devoted to Section IV of the Code "Certain Types of Obligations". Based on the general principles of the new civil law of Russia, enshrined in the Constitution of 1993 and part one of the Civil Code, part two establishes a detailed system of norms on individual obligations and contracts, obligations from causing harm (torts) and unjust enrichment. In terms of its content and significance, part two of the Civil Code of the Russian Federation is a major stage in the creation of a new civil legislation of the Russian Federation.

The third part of the Civil Code of the Russian Federation includes Section V "Inheritance Law" and Section VI "International Private Law". In comparison with the legislation in force before the entry into force on March 01, 2002 of part three of the Civil Code of the Russian Federation, the rules on inheritance have undergone major changes: new forms of wills have been added, the circle of heirs has been expanded, as well as the circle of objects that can be transferred in the order of hereditary succession; introduced detailed rules relating to the protection of the inheritance and its management. Section VI of the Civil Code, dedicated to the regulation of civil law relations complicated by a foreign element, is a codification of the norms of private international law. This section, in particular, contains norms on the qualification of legal concepts in determining the applicable law, on the application of the law of a country with a plurality of legal systems, on reciprocity, back reference, establishing the content of foreign law norms.

The fourth part of the Civil Code (entered into force on January 1, 2008) consists entirely of Section VII "Rights to the results of intellectual activity and means of individualization." Its structure includes general provisions - norms that apply to all types of results of intellectual activity and means of individualization or to a significant number of their types. The inclusion of norms on intellectual property rights in the Civil Code of the Russian Federation made it possible to better coordinate these norms with the general norms of civil law, as well as to unify the terminology used in the field of intellectual property. The adoption of the fourth part of the Civil Code of the Russian Federation completed the codification of domestic civil legislation.

The Civil Code of the Russian Federation has passed the test of time and extensive practice of application, however, economic offenses, often committed under the guise of civil law, have revealed the lack of completeness in the law of a number of classical civil law institutions, such as the invalidity of transactions, the creation, reorganization and liquidation of legal entities, the assignment claims and transfer of debt, collateral, etc., which necessitated the introduction of a number of systemic changes into the Civil Code of the Russian Federation. As noted by one of the initiators of such changes, the President of the Russian Federation D.A. Medvedev, “The current system needs not to be reorganized, fundamentally changed, ... but to be improved, unlocking its potential and developing implementation mechanisms. The Civil Code has already become and should remain the basis for the formation and development of civilized market relations in the state, an effective mechanism for protecting all forms of ownership, as well as the rights and legitimate interests of citizens and legal entities. The Code does not require fundamental changes, but further improvement of civil legislation is necessary ... "<1>.

On July 18, 2008, Decree of the President of the Russian Federation N 1108 "On the improvement of the Civil Code of the Russian Federation" was issued, which set the task of developing a concept for the development of the civil legislation of the Russian Federation. October 7, 2009 The concept was approved by the decision of the Council for Codification and Improvement Russian legislation and signed by the President of the Russian Federation.

________
<1>See: Medvedev D.A. The Civil Code of Russia - its role in development market economy and the creation of a rule of law // Bulletin of civil law. 2007. N 2. V.7.

1. Legal entities, with the exception of business partnerships and state corporations, act on the basis of charters, which are approved by their founders (participants), except for the case provided for in paragraph 2 of this article.

A business partnership operates on the basis of a founding agreement, which is concluded by its founders (participants) and to which the rules of this Code on the charter are applied. legal entity.

The state corporation operates on the basis of federal law about such a public corporation.

2. Legal entities may act on the basis of model charter approved by the authorized state body. Information that a legal entity operates on the basis of a model charter approved by an authorized state body is indicated in the unified state register of legal entities.

The model charter approved by the authorized state body does not contain information about the name, company name, location and amount of the authorized capital of the legal entity. Such information is indicated in the unified state register of legal entities.

3. In the cases provided for by law, an institution may act on the basis of a single model charter approved by its founder or a body authorized by him for institutions established to carry out activities in certain areas.

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. In the statutes non-profit organizations, the charters of unitary enterprises and, in the cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and specific goals of the activity commercial organization may also be provided for by the charter in cases where this is not mandatory by law.

5. The founders (participants) of a legal entity shall have the right to approve regulating corporate relations (paragraph 1 of Article 2) and internal regulations and other internal documents of the legal entity that are not founding documents.

The internal regulations and other internal documents of a legal entity may contain provisions that do not contradict the constituent document of the legal entity.

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of the constituent documents, and in cases established by law, from the moment of notification of the body carrying out state registration about such changes. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes.

Commentary on Article 52 of the Civil Code of the Russian Federation

1. The commented article is devoted to the constituent documents of legal entities - their types (clause 1), content (clause 2), change (clause 3). Usually legal entities act on the basis of the charter and only in cases stipulated by law - on the basis of the memorandum of association (memorandum of association and articles of association). So, on the basis of the charter, business companies operate (clause 3 of article 89, taking into account clause 3 of article 95, clause 3 of article 98 of the Civil Code), cooperatives (clause 1 of article 108, clause 2 of article 116 of the Civil Code) , funds (clause 4 of article 118 of the Civil Code) and, for obvious reasons, legal entities created by one founder (paragraph 3 of clause 1 of article 52); business partnerships operate on the basis of a constituent agreement (Articles 70, 83 of the Civil Code); on the basis of the charter and the constituent agreement, there are associations of legal entities (clause 1 of article 122 of the Civil Code), as well as communities of small peoples (article 6.1 of the Law on non-profit organizations, clause 3 of article 8 of the Federal Law of July 20, 2000 N 104-FZ "On the general principles of organizing communities of indigenous peoples of the North, Siberia and Far East Russian Federation" (SZ RF. 2000. N 30. Art. 3122)).

It is noteworthy that the Law on Non-Commercial Organizations (clause 1, article 14) considers the constituent agreement both as the main constituent document (in associations and unions), and as an optional constituent document, which can be concluded in addition to the charter only at the request of the founders (in non-commercial partnerships). and autonomous non-profit organizations).

The emergence of some statutory legal entities is preceded by the conclusion of an agreement on their creation, which, being a simple partnership agreement (Chapter 55 of the Civil Code), terminates with the creation of this legal entity and is not its constituent document (clause 1, article 89, clause 1, article 98 of the Civil Code ). The constituent agreement is concluded by several founders (participants) of the legal entity, and the charter is approved by the founder or founders (participants) of the legal entity (paragraphs 2, 3, paragraph 1, article 52).

Other founding documents are also known. So, individual non-profit organizations, and only in cases provided for by law, can act on the basis of the general provision on organizations of this type (paragraph 1, clause 1, article 52 of the Civil Code, clause 1, article 14 of the Law on Non-Commercial Organizations). There are cases when a legal entity, in principle, does not have constituent documents specified in paragraph 1 of Art. 52: in state corporations they are replaced by a special law, on the basis of which these organizations are created and operate and which determines the features of their legal status (clause 3, article 7.1 of the Law on non-profit organizations).

2. The law introduces a number of mandatory requirements(Section 2, Article 52). Among the universal information that should be in the constituent documents of any legal entity is its name and location (see also paragraph 3 of article 54 of the Civil Code), the procedure for managing its activities. Special ones include: a) information provided by law for legal entities of the corresponding type (see, in particular, paragraph 2 of article 70, paragraph 2 of article 83, paragraph 2 of article 89, paragraph 1 of article 95, paragraph 3 article 98, paragraph 2 article 108, paragraph 2 paragraph 1 article 113, paragraph 2 article 116, paragraph 4 article 118, paragraph 2 article 122 of the Civil Code); b) the subject and goals of the activity (for non-profit organizations, unitary enterprises, and in cases provided for by law - for other commercial organizations).

The subject and goals of the activity should be defined in the constituent documents of only those legal entities that have special legal capacity in accordance with the law (clause 1 of article 49 of the Civil Code). In all other cases, no one can oblige the founders (participants) of a legal entity to do this, however, they themselves can provide for certain objects and goals of the activities of a legal entity, even if this is not mandatory by law. In any case, the definition in the constituent documents of the legal entity of its subject and purpose of activity indicates its special legal capacity, however, when going beyond the special legal capacity provided for by law, Art. 168 of the Civil Code, and in case of going beyond the special legal capacity provided for by the constituent documents - Art. 173 GK.

The constituent documents of a legal entity may contain other information, in addition to those that the law directly speaks about. According to paragraph 3 of Art. 14 of the Law on Non-Commercial Organizations, the constituent documents of a non-commercial organization must define its name, containing an indication of the nature of its activities and legal form, its location, the procedure for managing activities, the subject and goals of activities, information about branches and representative offices, the rights and obligations of members, conditions and procedure for admission to membership of a non-profit organization and withdrawal from it (if the organization has membership), sources for the formation of its property, the procedure for amending constituent documents, the procedure for using property during the liquidation of a non-profit organization and other provisions in accordance with the law. Separately, the law determines what information the memorandum of association should contain, of course, if it exists and is a constituent document (paragraph 2, paragraph 2, article 52 of the Civil Code, paragraph 2, paragraph 3, article 14 of the Law on non-profit organizations).

3. According to paragraph 3 of Art. 52 constituent documents may be amended, all of them are subject to registration (for more details, see Chapter VI of the Law on Registration of Legal Entities). For third parties (not being members of the legal entity), such changes usually take effect from the moment they are registered. If there are no changes in the registration yet, but third parties have already taken them into account and entered into relations with the legal entity, taking into account these changes, not a formal legal, but a factual moment is preferable: in this case, the legal entity and their founders (participants) are not entitled to refer to no registration of changes.

In cases established by law, the legal entity submits to the registration authority at the location of the notice of amendments to the constituent documents, the decision to introduce them and the changes themselves, and the registering authority, within a period of not more than 5 days from the date of receipt of such notification, makes an entry in the Unified State Register of Legal Entities; in such cases, changes in the constituent documents acquire legal force for third parties not from the moment the changes are registered, but already from the moment the registration authority is notified (Article 19 of the Law on Registration of Legal Entities). Such a notification procedure concerns, for example, changes in information about branches and representative offices of a legal entity (clause 5, article 5 of the Law on Limited Liability Companies, clause 6, article 5 of the Law on joint-stock companies, paragraph 5 of Art. 5 of the Law on Unitary Enterprises).

(As amended by the Federal Law of 05.05.2014 N 99-FZ)

(as amended by Federal Laws No. 209-FZ of June 29, 2015, No. 236-FZ of July 3, 2016)

A business partnership operates on the basis of a founding agreement, which is concluded by its founders (participants) and to which the rules of this Code on the charter of a legal entity are applied.

A state corporation operates on the basis of the federal law on such a state corporation.

(the paragraph was introduced by Federal Law No. 236-FZ of July 3, 2016)

2. Legal entities may act on the basis of a model charter approved by the authorized state body. Information that a legal entity operates on the basis of a model charter approved by an authorized state body is indicated in the unified state register of legal entities.

(Clause 2 as amended by Federal Law No. 209-FZ of June 29, 2015)

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

(as amended by Federal Laws No. 133-FZ of May 23, 2015, No. 209-FZ of June 29, 2015)

The internal regulations and other internal documents of a legal entity may contain provisions that do not contradict the constituent document of the legal entity.

6. Changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of constituent documents, and in cases established by law, from the moment of notification of the state registration body of such changes. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes.

Article comments

1. Constituent documents in accordance with the legislation and along with it determine legal status (legal status) of this legal entity. Which of the documents listed in paragraph 1 of clause 1 of this article is recognized as a constituent document for a particular legal entity is determined by the relevant law. So, for a joint-stock company, this is only a charter (clause 3 of article 98 of the Civil Code and clause 1 of article 11 of the Law on joint-stock companies), although it is preceded by the conclusion of an agreement between the founders (clause 1 of article 98 of the Civil Code). In business partnerships, such documents are founding agreements (clause 1, article 10, clause 1, article 83 of the Civil Code); in limited liability companies - both the constituent agreement and the charter (clause 1 of article 89 and clause 3 of article 95 of the Civil Code); the same applies to associations (unions) of legal entities (clause 1 of article 122 of the Civil Code). According to Article 14 of the Law on non-profit organizations, their constituent documents are: the charter approved by the founders (participants) - for public or religious organization(association), foundation, non-profit partnership and autonomous non-profit organization; the memorandum of association concluded by their members and the charter approved by them - for an association or union; the decision of the owner (i.e. the founder) on the establishment of the institution and the charter approved by him - for the institution. At the same time, Article 14 provides that the founders (participants) of a non-profit partnership or an autonomous non-profit organization are also entitled to conclude a constituent agreement, which in this case should, apparently, be considered a constituent document.
The memorandum of association is essentially a type of agreement on joint activities provided for by Articles 1041 - 1054 of the Civil Code; that is how it is defined in paragraph 1 of article 98 of the Civil Code, which regulates the formation of a joint-stock company.
In accordance with the Decree of the President of the Russian Federation of May 23, 1994 N 1003 "On the reform state enterprises"(SZ RF, 1994, N 5, Art. 393) by a decree of the Government of the Russian Federation, the Model Charter of a state-owned plant was approved (see also Art. 115 of the Civil Code and comments to it).
In those cases provided for by law, when a non-commercial legal entity acts on the basis of the general provision on organizations of this type (clause 1 of the commentary of the article), an individual charter is not required. In this case, the constituent document should be recognized as an act (this may be an agreement) by which this organization is created, and this act must contain those comments provided for in clause 2. articles of information that are not and cannot be in general position about organizations of this type (individual name, location, etc.).
The approval of individual Regulations on individual organizations- legal entities by bodies whose competence includes the creation (formation) of the relevant organizations. Thus, the Decree of the Government of the Russian Federation of July 30, 1994 (SZ RF, 1994, N 15, Art. 1789) approved the Regulations on the Polytechnic Museum, the Decree of October 6, 1994 (SZ RF, 1994, N 25, Art. 2709) - Regulations on the State Academic Mariinsky Theatre. Such Regulations are essentially equivalent to the charters of these organizations, approved by their founders.

2. Constituent documents are obligatory not only for those who have concluded them (constituent agreement) or approved (charter) founders, but also for all who enter into relations with this legal entity, including state and municipal authorities; some restrictions on the operation of this rule are established by law (Article - Civil Code on the conditions for maintaining the so-called extra-statutory transactions in force).
In those cases where, according to the law, both the constituent agreement and the charter are recognized as the constituent documents of a legal entity, the practice of arbitration courts recognizes the priority of the charter.

3. 3. The requirements for the content of constituent documents established by paragraph 2 of this article are imperative for all legal entities of any organizational and legal form. In a relationship certain types legal entities, the law provides for additional requirements (see, for example, clause 2 of article 70 of the Civil Code on general partnerships, clause 3 of article 98 of the Law on joint-stock companies, article 10 of the Law on banks, etc.). Clause 3, Article 14 of the Law on Non-Commercial Organizations establishes additional requirements for the content of constituent documents of non-commercial organizations, regardless of their organizational and legal form.
The constituent documents may include other conditions that are not provided for by law, but do not contradict it.
The rule contained in paragraph 2 on the inclusion in the cases listed in it in the constituent documents of an indication of the subject and goals of the activity of a legal entity is connected with the principle of special legal capacity of the relevant legal entities established by Article 49 of the Civil Code.

4. Constituent documents are changed in the manner prescribed by law and the documents themselves. The decision to change the charter is taken, as a rule, by the supreme body of the legal entity or (in relation to institutions) by its founders. In a number of cases, the law provides for the possibility of changing the constituent documents by a court decision (for example, paragraph 1 of article 119 of the Civil Code and paragraph 3 of article 14 of the Law on non-profit organizations - in relation to the charter of funds, paragraph 2 of article 72 of the Civil Code - in relation to the memorandum of association general partnership).
Changes are registered by the same body and in the same manner as the legal entities themselves. According to paragraph 3 of this article, changes in the constituent documents become mandatory for third parties from the moment of their state registration, and in cases specifically specified in the law, from the moment the registering authority is notified of the acceptance of these changes, i.e. practically from the date of submission of the relevant documents. But if a third party, having learned about the adopted changes, acted taking into account these changes, neither the legal entity itself, nor its founders (participants) have the right to refer to the lack of registration and demand the application of the old charter (constituent agreement) without the adopted changes.

A state corporation operates on the basis of the federal law on such a state corporation.

4. The charter of a legal entity, approved by the founders (participants) of the legal entity, must contain information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational -legal form and type. The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

5. The founders (participants) of a legal entity have the right to approve regulating corporate relations (clause 1) and internal regulations and other internal documents of the legal entity that are not constituent documents.

The internal regulations and other internal documents of a legal entity may contain provisions that do not contradict the constituent document of the legal entity.

The provisions of Article 52 of the Civil Code of the Russian Federation are used in the following articles:

Legal capacity of a legal entity
1. A legal entity may have civil rights corresponding to the objectives of the activity provided for in its founding document (Article 52) and bear obligations related to this activity.
Decision to establish a legal entity
3. The decision on the establishment of a legal entity shall contain information on the establishment of a legal entity, approval of its charter, and in the case provided for by paragraph 2 of Article 52 of the Civil Code of the Russian Federation, that the legal entity is acting on the basis of a model charter approved by the authorized state body, on the procedure , amount, methods and terms of formation of property of a legal entity, on the election (appointment) of the bodies of a legal entity.
Public and non-public societies
approval of internal regulations or other internal documents (Item 5 of Article 52) of a business entity that are not constituent documents;
Memorandum of association of a general partnership
2. The memorandum of association of a general partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of the Civil Code of the Russian Federation, conditions on the size and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.
Foundation agreement of a limited partnership
2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of the Civil Code of the Russian Federation, conditions on the size and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions; on the total amount of deposits made by contributors.
Establishment of a limited liability company and its charter
The charter of a limited liability company must contain information about the trade name of the company and its location, the amount of its authorized capital (except for the case provided for by paragraph 2 of Article 52 of the Civil Code of the Russian Federation), the composition and competence of its bodies, the procedure for making decisions by them (including decisions on issues adopted unanimously or by a qualified majority of votes) and other information provided for by the law on limited liability companies.

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Civil Code of the Russian Federation Article 52. Civil Code of the Russian Federation (CC RF). The ratio of the charter and the memorandum of association

Commentary on Article 52 of the Civil Code of the Russian Federation

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