Liquidation of a legal entity. Termination of the company's activities. Termination of activities of a legal entity. Reorganization, liquidation, bankruptcy

Russian legislation pays great attention to entrepreneurial and other activities carried out by organizations.

The Civil Code identifies several possible organizational and legal forms of creation legal entity, each of which makes it individual. However, some processes associated with organizations and businesses are the same for everyone, and we are talking about the cessation of one or another activity.

Methods for terminating the activities of organizations

The Civil Code says an infinite amount about the legal status of organizations, companies and enterprises. And the issue of termination of activity is reflected in many articles, but the first thing that needs to be noted is legal capacity.

Like citizens, organizations have a number of rights and interests that give rise to responsibilities. The cessation of any activity entails the disappearance of those very provided freedoms. In addition to the codified law, attention should be paid to Federal Law No. 129, which records the entry into the State Register of information related to the creation of an organization and, of course, its closure.

If you pay attention to the ways to terminate the activities of a legal entity, then both the Civil Code and various federal laws will help in this matter, namely Federal Law No. 127, which regulates bankruptcy, and the regulatory legal act indicated above and regulating the scope of registration of all organizations. Based on legal norms, one can safely determine three legal ways terminate the activities of a legal entity. These include, and. Each of them has its own characteristics and differs from the other two in the specificity of its application.

Reorganization

There are many reasons why founders and managers close an organization. How the situation is more complicated, the more difficult and radical the method chosen. Reorganization is the most gentle of them. The Civil Code stipulates that it can be carried out, but in the matter of terminating the activities of a legal entity, only two are of interest: merger and. Each of them implies the closure of an organization and has a specific procedure for application. However, before talking about the procedure, it is worth talking about two types of this method.

Reorganization may be voluntary, that is, on the initiative of the participants, by making a decision at the general meeting. Moreover, it may be forced, usually carried out this procedure on the initiative of authorized bodies or by court decision.

However, if we talk about mergers and acquisitions that entail the closure of a legal entity, then most often this procedure is voluntary, helping to improve the situation in the company.

So, two forms: merger and accession. The first implies that two or more legal entities merge, ceasing to exist, on the basis of which a new organization. The second form has a slightly different meaning. Upon merger, one legal entity begins to join another, also ceasing to carry out its activities. That is, this form, unlike the merger does not create a new legal entity.

, as a way to stop activities, is very simple. This is its main difference from the other two. Enough make a decision at the general meeting of participants, sign the minutes and send information to the tax authority. Regardless of the form, an application is submitted to the Federal Tax Service, and then information is entered into the state register about the termination of one legal entity and the creation of a new one in the case of a merger. The process is simple and does not require large quantity operations.

However, if we are talking about forced reorganization, then if the founders do not proceed with this method of closing the organization within the prescribed period, then managers will be appointed and then the danger of becoming a defendant in a civil case arises.

Also, when using this method of terminating activities, you need to remember. The Civil Code of the Russian Federation says that reorganization always involves the transfer of rights and obligations from the legal entity that is changing to another. Mergers and acquisitions are no exception.

The basis for such a procedure will be the presence deed of transfer, which legally formalizes the transfer of rights and obligations and records all the property of the organization. It is accepted and signed by the founders and leaders of the organization.

Liquidation

Unlike reorganization this method much more complicated and involves several sequential actions, without which the termination procedure will simply be impossible. The law highlights classic liquidation, that is, carried out according to the general procedure, as well as alternative.

The second category is quite unusual, since it is more of a formality than a coherent multi-step procedure. An example of alternative liquidation would be closure of a legal entity due to a change general director or the entire group of founders. In addition, the alternative group often includes the first method of terminating the activities of an organization, namely reorganization through merger or accession.

The Civil Code mainly contains norms related to classical liquidation. The general procedure for closing a legal entity includes several stages that must follow strictly one after another:

Making a decision. At the general meeting of participants there is a search for an answer to the question: to liquidate or not? If yes, then a protocol is drawn up and signed.
. A group of liquidators is elected from the participants of the organization by a general decision, who will carry out all further actions related to the closure of a legal entity.
Publication of information about decision made in the official source, "". It is important that further actions can be carried out only after two months.
Notification of all creditors. This is a mandatory condition, because within a few months all demands for repayment of debts must be made.
. After all debts have been repaid, the liquidation commission determines how much property remains and distributes it between the founders and participants. It is important to understand that it is impossible to transfer property to participants until debts are repaid.
Preparation of documents. The law establishes a clear list of papers that ultimately must be submitted to the tax authority:
- the decision to close the organization, that is, the signed minutes of the general meeting;
- liquidation balance sheet and decision on its approval;
- notification of the creation of a liquidation commission in the form;
- notification of creditors;
- application for state registration in the form.

After completing all the above steps and preparing a package of documents, it must be sent to the tax authority, which within five days must examine the received papers and, on their basis, make a decision and enter information into the State Register on the liquidation of the legal entity. After this, the managers are given a certificate.

And only with the arrival of this moment, namely the receipt of this document, can we consider that the organization no longer exists.

In order to prevent government bodies from remembering the previously existing company in the future, it is also necessary to close all bank accounts and transfer the surviving documents of the legal entity to the archive.

Bankruptcy

The Federal Law “On Insolvency (Bankruptcy)” establishes that this method of closing a legal entity is applied only when the organization can no longer fulfill obligations in favor of creditors.

There are two main signs of bankruptcy, without which this procedure cannot be discussed. The first of them is that the amount of debt must be at least three hundred thousand, and the second is that a legal entity cannot fulfill its obligation for three months in a row.

If these criteria are met, then you can safely proceed with the bankruptcy procedure. It is important that it does not always lead to liquidation; sometimes there is an opportunity rehabilitation, that is, the improvement of the organization. However, if it is still impossible to help the company, then bankruptcy is inextricably linked with the liquidation of the legal entity.

According to the law, several steps can be distinguished, which, as in cases of liquidation, must be followed in strict sequence.

Filing an application for bankruptcy proceedings. It can be provided either by debtors, authorized bodies, or creditors. In addition to the application, a list of the following documents is required:
- extract from the State Register;
- a register that will include the claims of creditors;
- all balance sheets;
- documents on the creation of a legal entity.
After submitting your application after a month an arbitration manager is appointed. He oversees the affairs of the organization, which continues to operate as before. The timing of this stage may reach up to seven months, depending on the amount of work. As a result, the manager sends a report to the court, which makes a decision on the future fate of the legal entity. Several options are possible:
- settlement agreement between the debtor and creditors;
- , that is, the sale of property in order to improve the situation;
- , implying various benefits and assistance from creditors.
Application of one of possible procedures. Most often this is a financial recovery that can last no more than two years. If the choice falls on bankruptcy proceedings, then the deadlines begin to tick here from six months or more.

The main difference between bankruptcy as a way to terminate the activities of a legal entity is its duration. It may take several years for an organization to be declared insolvent.

However, a shortened version is also possible, when the company agrees to voluntary reorganization. As for the standard procedure for declaring a person insolvent, if after all the measures the situation in the company has not improved, then it will eventually be declared bankrupt.

The advantage of this method is that all debts are written off, there is no need to display liquidation balances and distribute property. Legal confirmation of the fact of bankruptcy is carried out in the same manner as in the first two methods. The tax authority gets everything Required documents and enters information into the State Register. Next, the head of the company is issued a certificate, and the legal entity officially ceases to exist on the basis of being declared insolvent, that is, bankrupt.

conclusions

Of the three presented methods for terminating the activities of a legal entity, the most common is. However, each method has its own characteristics.

Reorganization is distinguished by its speed and simplicity, requiring minimal effort. Liquidation allows you to completely stop any activity and pay off debts.

Bankruptcy not only closes a legal entity, but also relieves its manager from the need to fulfill obligations to creditors, which is what attracts most organizations in difficult financial situations.

Termination of activities of LLCs and individual entrepreneurs: video consultation

Legal consultant Vladimir Lygin explains what the difference is and what are the features of liquidation of LLC and individual entrepreneur.

The Civil Code provides for two options for terminating the activities of a legal entity - liquidation of the organization and reorganization in the form of merger, division or accession, when the acquired legal entity or the reorganized entities during the merger and division cease to operate. In these cases, the organization ceases to exist, that is, it cannot conduct business activities or exercise rights and obligations. An entry about the termination of activities is made in the register of legal entities.

Reorganization and liquidation of a legal entity

There are several forms of reorganization (clause 1 of article 57 of the Civil Code of the Russian Federation):

merger, when the persons participating in the reorganization cease to exist and a new organization is created;
affiliation, that is, one or more legal entities join an existing organization, and the acquired entities cease their activities;
division, when instead of one organization several legal entities are formed, and the divided organization ceases to exist;
spin-off, where one or more organizations are spun off from an existing organization;
transformation - the organization remains; as a rule, the organizational and legal form changes.

Features are regulated by special regulations. Thus, the procedure for reorganization and liquidation of a joint-stock company is specified in Art. Art. 15 - 24 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies". For example, in paragraph 6.1 of Art. 15 of Law N 208-FZ on JSC states in detail what information a notice of reorganization should contain. And failure to comply with this requirement may result in refusal of registration, that is, an advertisement submitted in violation of the requirements will be considered unsubmitted.

The reorganization is completed when an entry is made in the Unified State Register of Legal Entities. If there has been a merger, accession, or separation of legal entities, then the reorganization of the legal entity is the termination of the activities of the reorganized organizations.

It is precisely this - the recognition of an organization that has ceased its activities - that reorganization and liquidation are similar to, since according to clause 1 of Art. 61 of the Civil Code of the Russian Federation, liquidation is the termination of a legal entity. And in the process of reorganization, the activities of organizations may be terminated, which is recorded in the Unified State Register of Legal Entities.

Moreover, both in the case of liquidation and reorganization, a mandatory requirement is publication in a specialized publication - the “Bulletin of State Registration”.

How does liquidation of a legal entity differ from reorganization?

Despite the fact that in the case of both reorganization and liquidation the organization ceases to exist, there is a fundamental difference - succession.

Liquidation means that the organization does not have a legal successor and there will be no one to make claims after liquidation.

Reorganization is characterized by the fact that an organization that has ceased operations will have legal successors (Article 58 of the Civil Code of the Russian Federation). Who exactly will be the legal successor depends on the form of reorganization, on the conditions of formation and termination of the legal entity.

During a merger, a new legal entity is formed, and it will be the legal successor.

If a merger occurs, then the existing organization joined by the organization that has ceased its activities will be the legal successor.

During division, new legal entities are formed, and rights and obligations are transferred to them.

The obligations of legal successors are determined on the basis of separation or transfer acts.

The reorganization is completed after the registration of new organizations. The peculiarity of the merger is that the reorganization is completed at the moment when an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the merging organization, and if there are several of them, then the last of the merging ones.

Of course, there are other differences between reorganization and liquidation of a legal entity both in procedure and in documents.

For example, during liquidation, a liquidation balance sheet is drawn up, and it is required to be submitted to the tax authority. During reorganization - a transfer act if separation or separation is planned. If accession or merger, then the agreement is, respectively, about accession or merger.

The fundamental difference is that after a decision on liquidation is made, the functions of the executive body are carried out by the liquidation commission (clause 4 of article 62 of the Civil Code of the Russian Federation). This means that the director no longer manages the enterprise; all powers are transferred to the liquidation commission.

In addition, during liquidation, all company employees are dismissed, including pregnant workers. During reorganization, on the contrary, employees are provided with guarantees; it is explicitly stated that the reorganization of an enterprise does not give the employer the right to dismiss employees (Part 5 of Article 75 of the Labor Code of the Russian Federation). In this case, the employee has the right to refuse to work at the reorganized enterprise; there is a special reason for dismissal (clause 6 of Article 77 of the Labor Code of the Russian Federation).

Thus, despite the fact that during the process of reorganization, as well as during liquidation, the organization ceases to exist, these procedures are fundamentally different.

1. General Provisions. Legal entities not only arise, but also stop its activities in accordance with the procedure established by law. In this case, it is necessary to distinguish between the statutory reasons, methods And forms termination of activities of legal entities.

Grounds for termination– these are certain factual circumstances with which the law connects the termination of the activities of legal entities.

The grounds for terminating the activities of legal entities can be very different. If, for example, a legal entity was created to achieve a certain goal, then upon achieving this goal it ceases to exist. The expiration of a certain period for which a legal entity was created is also grounds for termination of its activities.

Legal entities based on private ownership and created in any organizational and legal form cease to exist not only on the grounds provided for by law, but also on grounds that may be additionally determined by their charters or regulations.

Termination methods- This is the procedure for terminating the activities of legal entities provided for by law.

Thus, the termination of state organizations that are legal entities is carried out by the body by whose decision they were formed. Legal entities of any organizational and legal form, based on private ownership and created at the request of their founders, can terminate their activities in the same voluntary manner.

Thus, the methods of terminating legal entities are not fundamentally different from the methods of their creation.

It is, however, also possible forcible termination of the activities of legal entities, i.e. against the will of their founders. Based on a court decision, business companies cease their activities if they are declared bankrupt, systematically and grossly violate the current legislation, if the constituent documents are declared invalid, in other cases provided for by the current legislation (Article 19 of the Law of Ukraine “On Business Companies”). By a court decision, an association of citizens (a public organization or a political party) is dissolved (ceases its activities) in cases where its activities take on a nature that undermines the security of the state, limiting generally recognized human rights, in other cases provided for in Art. 4, 22 and 32 of the Law of Ukraine “On Citizens' Associations”.

Forms of termination– these are methods for terminating the activities of legal entities provided for by law.

Legal entities are terminated through reorganization and liquidation.

2. Reorganization of legal entities. For many decades, reorganization was considered as a method of terminating a legal entity, distinct from liquidation by the presence of succession. This approach was predetermined by the norms of Art. 37 of the Civil Code of the Ukrainian SSR of 1963. The legislation lacked even legal definitions of both the reorganization itself and its individual forms.

As a result of codification, the Criminal Code of Ukraine retains the term “reorganization”, traditional for our legislation, and establishes the possibility of terminating the activities of a business entity through its reorganization (merger, accession, division, separation, transformation) (Article 59). At the same time, the Civil Code of Ukraine does not contain the general term “reorganization”. It is replaced by a list of its forms: merger, accession, division, transformation (Part 1, Article 104). This was explained by the desire of the developers of the Civil Code of Ukraine to apply European legal structures, which do not have this term, but in legal norms individual forms of reorganization or a list of them are indicated, or the phrase “termination that does not entail liquidation” is used.

The main goal of the reorganization is not the termination of the subject of law, but, on the contrary, the continuity of economic activity, the preservation and continuation of an integral property complex, either in the form of the creation of a new subject, or “...by inclusion in an already existing subject.” However, always, with any form of reorganization, its result is the appearance in commercial circulation of a new or updated integral property complex (integral property complexes).

Analyzing the process of reorganization, it is possible to identify its inherent elements of both creation and termination. New entities are created through reorganization in four legal forms - merger, separation, division, transformation. Elements of creation in these forms can be traced in the emergence of: a new property base of the organization - a new size of the authorized capital, a changed qualitative composition of the integral property complex (integral property complexes), as well as the subject (subjects) of the reorganization.

Subjects also cease to exist in four forms - upon merger, annexation, division, and transformation. The elements of liquidation include, in particular, the closure of bank accounts, deregistration with tax authorities, exclusion from the Unified State Register of Legal Entities (hereinafter referred to as the Unified State Register), and submission of seals and stamps for destruction.

As we can see, the elements of creation and termination simultaneously take place only during merger, division and transformation, while in other forms of reorganization only one of the elements occurs: either only termination (upon accession), or only creation (upon separation).

The rights and obligations of the legal predecessor, depending on the form of reorganization, may be transferred to a different number of legal successors. During a merger and accession, they pass in full to only one legal successor, and not to several (as in the case of division) or to one or more (as in the case of separation). This, on the one hand, is common feature such legal forms of strengthening the position in the market as mergers and accessions, with the help of which the economic problem is solved - the capitalization of business companies. On the other hand, their distinctive feature from such forms of reorganization as division and spin-off.

So, the signs of reorganization are:

1) the emergence of a new or updated integral property complex of a legal entity;

2) creation of one (or more) legal entity (entities) and (or) termination of one (or more) legal entity (entities);

3) the presence of legal succession between the reorganized legal entities (legal predecessors and successors).

Reorganization is the termination of the activities of a legal entity when its affairs and property are not liquidated, but are transferred to another legal entity that is obliged to perform the functions of the ceased legal entity.

There are 5 forms of reorganization: merger, accession, division, separation and transformation.

When one legal entity merges with another, all property rights and obligations of each of them are transferred through a transfer deed to the legal entity resulting from the merger.

When one legal entity merges with another, all property rights and obligations of the merged legal entity are transferred to the latter.

When dividing a legal entity, the property rights and obligations of the reorganized legal entity are transferred to the new legal entities according to the separation act in the relevant parts.

When one or more new legal entities are separated from a legal entity, the property rights and obligations of the reorganized legal entity are transferred to each of them according to the separation balance sheet in the appropriate parts.

When one legal entity is transformed into another, all property rights and obligations of the previous legal entity are transferred to the newly emerged legal entity (the organizational and legal form changes: state enterprise in JSC).

The participants of a legal entity, the court or the body that made the decision to terminate the legal entity, appoint, in agreement with the body carrying out state registration, a commission for the termination of the legal entity (the functions of the commission may be assigned to the management body of the legal entity):

– from the moment the commission is appointed, the powers to manage the affairs of the legal entity are transferred to it;

– the commission acts on behalf of a legal entity that is being terminated;

- the commission for the termination of a legal entity publishes in the printed media ("Uriadovy Kur'yer", or a specially created printed organ from state registration) information that the legal entity is in a state of reorganization and about the procedure and deadline for filing claims against it (this the period cannot be less than 2 months);

– the termination commission accepts everything possible measures to identify creditors and personally notify them of the termination of the legal entity.

A legal entity is considered to have ceased to exist from the date of entry into the Unified State Register of Enterprises and Organizations of a record of its termination (Article 104 of the Civil Code, Article 59 of the Criminal Code - records of the termination of its activities). The termination of the activities of legal entities is carried out, as a rule, in the same order in which they were created (with the exception of bankruptcy).

Liquidation a legal entity is a way to terminate its activities without transferring rights and obligations through succession to other persons. The Civil Code of Ukraine contains a list of grounds for liquidation of legal entities, which can be either voluntary or compulsory.

IN voluntary In accordance with the procedure, a legal entity is liquidated by a decision of its participants or a body of the legal entity authorized to do so by the constituent documents. The grounds for voluntary liquidation are the expiration of the period for which it was created, the achievement of the goals of the organization for which it was created, as well as in other cases provided for by the constituent documents (clause 1, part 1, article 110 of the Civil Code of Ukraine).

Forced liquidation is carried out by a court decision on the court declaring the state registration of a legal entity invalid due to violations committed during its creation that cannot be eliminated, as well as in other cases established by law (for example, if it carries out activities that are contrary to the statutory documents or prohibited by law; failure to provide throughout the year to the tax authorities of financial reporting documents; the presence in the Unified State Register of a record of the absence of a legal entity at the location indicated by it, etc.).

For some types of legal entities, the law establishes additional grounds for liquidation. The Civil Code of Ukraine provides additional grounds for liquidation individual species legal entities operating within the framework of certain organizational and legal forms. For example, according to Part 1 of Art. 141 of the Civil Code of Ukraine the number of participants in a limited liability company should not exceed the limit, established by law Ukraine. Otherwise, it is subject to transformation into a joint-stock company within one year, and upon expiration of this period - liquidation through a judicial procedure, if the number of its participants does not decrease to the established limit. A limited liability company cannot have another business company consisting of one person as its sole participant.

Part 2 Art. 38 of the Law of Ukraine “On state registration of legal entities and individuals - business entities” establishes that the basis for a court decision on liquidation is inconsistency minimum size statutory fund of a legal entity to the requirements of the law. This general basis is specified for business entities. The legislation provides for such grounds for liquidation as loss of property, i.e. decrease in the value of the organization's net assets below the minimum size level authorized capital . Thus, a limited liability company is also subject to liquidation if its participants have not paid the full amount of their contributions during the first year of the company’s activity or if the value of net assets decreases below the level established by law (Part 4 of Article 144 of the Civil Code of Ukraine). A similar rule only regarding joint-stock companies is contained in Part 3 of Article 155 of the Civil Code of Ukraine.

Another example of establishing additional grounds in legislation could be Art. 83 of the Law of Ukraine “On Business Companies”, as well as Part 1 of Art. 139 of the Civil Code of Ukraine, which provide that a limited partnership is terminated if all participants leave it with full responsibility. Under such circumstances, all the necessary composition of a limited partnership is lost, and it ceases to correspond to its form. However, under such circumstances, its full participants have the right to transform the limited partnership into a full partnership.

The constituent documents may provide for the liquidation of a general partnership in the event of the departure of any of its participants. According to Part 1 of Art. 132 of the Civil Code of Ukraine, a general partnership is liquidated if there is only one participant left in the society. Liquidation of both a full and limited partnership takes place if only one member of the company remains due to the fact that these organizational and legal forms of companies are an association of two persons to conduct business activities. However, this participant has the right, within six months from the moment he became the sole participant of the company, to transform it into another business company. This is a wise decision by the legislator, since it is inappropriate to liquidate, for example, a general partnership that was created by two persons and generates a stable income in the event of the death of one of the participants. However, if the remaining participant does not take advantage of the given opportunity to transform the business company, he will be forced to accept its liquidation.

Article 36 of the Law of Law “On Securities and the Stock Market” stipulates that the activities of the stock exchange are terminated when its members become less than ten. If the stock exchange has ten members left, its activities will cease if new members are not admitted within six months. These are additional grounds for terminating stock exchanges, and in other cases, the activities of the stock exchange are terminated in accordance with the legislation of Ukraine on joint-stock companies and other types of business entities.

Liquidation procedure legal entity is regulated by Art. 111-112 Civil Code of Ukraine, Art. 60 – 61 HC of Ukraine and consists of the following stages:

1) the participants of the organization, its authorized body or the court, which made the decision on liquidation, appoint a liquidation commission (or a sole liquidator), determine the procedure and timing of liquidation. The liquidation commission assumes all powers to manage the legal entity;

2) the liquidation commission publishes a notice in the press about the liquidation of a legal entity, the procedure and deadline for filing claims by creditors (this period cannot be less than 2 months), identifies all creditors and notifies them of the liquidation, and collects the receivables of the legal entity;

3) the liquidation commission evaluates the composition of accounts payable, makes a decision to satisfy (reject) the identified claims and draws up an interim liquidation balance sheet;

4) in accordance with the interim liquidation balance sheet, the legal claims of creditors are satisfied, and payments are made in the order of priority established by Art. 112 Civil Code of Ukraine. If the organization’s funds are not enough to pay creditors, the liquidation commission sells the property of the legal entity;

5) after repayment of accounts payable, the liquidation commission draws up the final liquidation balance sheet and distributes the remaining property among the participants of the legal entity, unless otherwise follows from the legislation or the constituent documents of the organization. All documents formalizing the liquidation are transferred to the registration authority, which, on their basis, makes a corresponding entry in the unified state register of legal entities. From this moment on, the legal entity is liquidated.

The specifics of the liquidation procedure in the event of bankruptcy of a legal entity are established by the Law of Ukraine “On restoring the debtor’s solvency or declaring him bankrupt.”

Control questions

1. Define a legal entity. What are the characteristics of a legal entity?

2. Expand the concept of “organizational unity of a legal entity” and determine the governing bodies of the legal entity. What is “corporate democracy”?

3. How is the property independence of a legal entity expressed? Expand the concept and meaning of the authorized capital.

4. Expand the meaning of independent property liability of legal entities and the features of the liability of some legal entities (state-owned enterprises, general companies, limited partnerships, companies with additional liability).

5. What methods of creating legal entities are distinguished in the science of civil law?

6. What legislative acts regulate the creation of legal entities?

7. Who has the right to establish a legal entity? Who is the founder and participant of a legal entity?

8. What rights and obligations do a participant in a legal entity have?

9. What is the importance of state registration of legal entities? What is the Unified State Register?

10. Determine the procedure for registering legal entities and the grounds for refusing state registration of a legal entity.

11. Determine the bodies authorized to make decisions on invalidating a record of state registration, and the legal consequences of such a decision.

12. By what criteria can legal entities be classified?

13. Name the organizational and legal forms of legal entities.

14. What types of business companies do you know? Describe the features of their legal status.

15. The concept of a cooperative. Types of cooperatives.

16. Features of the status and responsibility of a state-owned enterprise.

17. Legal status of the institution.

18. What is reorganization of a legal entity?

19. What is the liquidation of a legal entity? What are its legal consequences?

20. The procedure for liquidating a legal entity: the legal status of the liquidation commission, the procedure for satisfying the claims of creditors.

Termination of activities of legal entities occurs as a result reorganization or liquidation, which can occur either voluntarily or compulsorily (by court decision).

Reorganization of legal entities can occur in various forms:

Merger two or more legal entities. In this case, one legal entity arises to which, in accordance with the transfer deed, all property rights and obligations of legal entities that existed before their merger.

Joining. In this case, one of the legal entities becomes the owner of the rights and obligations of the affiliated or affiliated legal entities. This can happen when small enterprises are absorbed by larger ones (monopolists, for example).

Separation. On the basis of one legal entity, two or more legal entities are formed. The rights and obligations of the reorganized legal entity are transferred to the newly formed legal entities on the basis of the separation balance sheet.

Selection. Some of its structural divisions are separated from the composition of a legal entity. At the same time, the legal entity continues to exist, but in a truncated form. For example, VZFEI preparatory courses may become isolated.

Reorganization is carried out by decision:

Founders (participants)

Body of a legal entity authorized to do so by constituent documents

* Authorized government bodies

* Vessels

* In cases established by law

A legal entity is considered reorganized from the moment of state registration of newly emerged other entities (except for merger, in this case, from the moment of entry into the state register of the termination of the activities of the merged legal entity)

Transformation – change of organizational and legal form (LLC is transformed into JSC).

Liquidation is an action to terminate the existence of a legal entity without transferring rights and obligations to other legal entities.

The basis forvoluntaryliquidation is:

expiration of the legal entity

achievement of activity goals

impossibility of achieving statutory goals.

Reasons forforcedliquidations are:

Activities of a legal entity without proper permission (without a license)

Activities contrary to the law, engaging in prohibited activities

Activities with gross violations of the law

A special case of liquidation – recognition of a legal entity insolvent (bankrupt). Bankruptcy cases are considered by the arbitration court. Persons who go to court are interested parties: creditors, prosecutor, owner of the enterprise. Exists pre-trial procedure To resolve a dispute, you do not immediately need to go to court. The basis for going to court is a statement of claim. The court, having received a statement of claim, is obliged, within 3 months consider the claim. This period may be increased by 2 months. From the moment the statement of claim is accepted, the enterprise introduces observation, a temporary manager (from the arbitration court) manages the affairs. Seals and stamps are given to him. Its task is to establish the circle of creditors and the size of their claims. The temporary manager submits a report to the arbitration court on the possibility or impossibility of restoring the solvency of the enterprise. Based on this report, the arbitration court introduces external management of the term up to 12 months. The deadline may be increased by 6 months. From this moment on, all seals and stamps are transferred to an external manager.

The external manager is trying to revive production by repurposing production, selling off part of the property and closing unprofitable production. He must try to pay off his creditors.

If this does not help, then the “competitive proceedings” procedure begins.

The cases are transferred to the “bankruptcy manager”. He sells the entire enterprise, all movable and immovable property, and makes payments to creditors. An appraiser may be involved. Article 64 of the Civil Code – the order of satisfaction of creditors’ claims.

The bankruptcy trustee submits a report to the court.

The court makes a ruling based on the report on declaring an enterprise bankrupt. Based on the court ruling, the legal entity is excluded from the unified state register. Federal Law No. 129 “On state registration of legal entities.” Another Federal Law No. 76 was adopted into this law on June 23, 2003, which made changes and additions to Federal Law No. 129; registration functions were transferred to the tax authorities.

Liquidation – entails the termination of rights and obligations in the order of succession to other persons.

A legal entity may be liquidated by decision:

Founders

Body of a legal entity

With the expiration of the period for which it was created
With the achievement of the purpose of its creation
Voluntary bankruptcy (for commercial organizations, except for state-owned enterprises, consumer cooperatives, funds)

Vessels

If registration is invalidated
When carrying out activities: without a license, prohibited by law or repeated gross violations of the law, contrary to the statutory goals of a public or religious organization or foundation
Declaring a legal entity bankrupt (for commercial organizations, except for state-owned enterprises, consumer cooperatives, funds).

CIVIL TRANSACTIONS: CONCEPT, TYPES, FORMS.

Civil transactions are the main form of civil circulation.Transactions actions of citizens and legal entities aimed at establishment,change or termination civil rights And responsibilities.

Kinds:

Unilateral

Double sided

Tripartite.

Paid

Gratuitous(donation agreement).

Real And consensual deals . Consensualdeal is considered concluded from the moment the parties reach an agreement on mutual actions (between the seller and the buyer). Real – from the moment money or things are transferred from hand to hand.

Causal deals – which have a specific reason. Abstract transactions are recognized, the basis of which is indifferent.

Conditional And unconditionaltransactions. Most transactions are unconditional. An example of a conditional transaction is renting an apartment with moving out when relatives return.

Urgent And unlimited. IN unlimited transactions have no start or end point . IN urgent there is a beginning and an ending.

(bonded)

Transaction forms:

Written

Notarized

Oral

With state registration.

Nowadays, a simple written form is often used.

Conditions for the validity of transactions:

A transaction is considered valid if its contents does not contradict the law or other regulations.

Transaction participants must be capable, legal entities must be registered in accordance with the established procedure.

The will of the parties to the transaction must express them inner will.

The expression of will should not be accompanied ambiguous or imprecise concepts.

The will of the person making the transaction must be free from violence,dependencies and others forms of pressure(moral, physical).

The transaction must not be completed under influence of deception(intentional misrepresentation by the other party).

The transaction must be completed in the form which is required by law.

If at least one of these conditions is not met, the transaction is recognized invalid.

A transaction, the recognition of which requires a court decision, is called voidable.

A transaction, the invalidity of which can be declared out of court, is called insignificant.

A transaction that is made for show (without sufficient legal grounds) is called imaginary.

A transaction that is made to cover up another transaction is recognized feigned.

All imaginary And feigned transactions are insignificant.

Bonded deal- a transaction made by a person who, due to a combination of difficult circumstances, was forced to enter into a transaction on extremely unfavorable terms for himself.

Upon recognition of the transaction invalid the parties must return to the original position in which they were before the start of the transaction - “ return to positionrestitution".

Limitation period for invalid transactions. Putin signed No. 109-FZ of July 21, 2005, amended Article 181 of the Civil Code - the statute of limitations for claims to apply the consequences of invalidity insignificant transaction amounts to 3 years; By voidable transactions – 1 year.

The period of time during which you can go to court.

OBJECTS OF CIVIL RIGHTS.

Concept. Kinds.

Information

Intangible benefits.

Objects of civil rights include things, including money and securities, other property, including property rights; work and services, information, results of intellectual activity and intangible benefits (Article 128 of the Civil Code of the Russian Federation).

Items are classified into:

By turnover capacity:

Withdrawn from circulation(cannot be the subject of legal transactions (arms, nuclear weapons)).

Limited in circulation(gun, drugs).

Freely circulating things.

Movable and immovable. Immovable – land plots, subsoil plots, water bodies, airplanes, spaceships, satellites, cars.

Consumable and non-consumable. Consumed – a single act of use of which leads to their destruction or significant modification. Non-consumable – retain their quality for some time.

Individually defined– are objects of legal relations and cannot be replaced. This means a specific thing, defined by its unique individual characteristics (size, color, style).

Birth characteristics are replaceable (ton of fuel oil, kg of sugar)

Difficult things consist of dissimilar parts, but form a single whole. For example, library, collection.

the main thing And belonging. The essence of this division is that the general economic purpose of 2 or several things can connect them in such a way that the significance of each is not the same, one thing depends on the other. Lock and key.

As a result of using things, there may be other things: fruits, products, income.

Securities are a special object of civil rights. Bonds, bills of exchange, shares, checks, bills of lading - a security that is a document of title certifying the right of its holder to dispose of the cargo specified in the bill of lading after completion of transportation. A bill of lading can be a bearer order or a registered bill of lading. A bill of lading is used in obligations related to the carriage of goods.

Classification of securities:

Personalized

deposit and savings certificate

bond

promotion

bill of exchange

bill of lading (in foreign trade)

Warrants

Bill of exchange

Bill of lading

Bearer

Government bonds

Passbook

Bill of exchange

Bill of lading

Bond

Promotion

Deposit and savings certificate

Uncertificated securities

Bond

Promotion

Security– a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation (Article 142 of the Civil Code of the Russian Federation).

Signs of a security:

Set form

Required details

Certifies property rights

Recorded in a special register

The new object of civil rights is information- in a broad sense, a set of certain information and data about the surrounding world. However, not all information is subject to civil law regulation, but only that which has actual or potential commercial value due to its unknownness to third parties and lack of access to it on legally and the owner of which takes measures to maintain its confidentiality.

The state enterprise protects information, official or commercial secrets, therefore, disclosing it against the will of the entrepreneur entails for those who allowed its disclosure, as well as those who obtained it through illegal methods, the obligation to compensate for the losses caused by this.

TO intangible benefits, how the objects of the state enterprise include: name, honor, dignity, the right to personal and family secrets, privacy, business reputation, etc.

CRIME IN THE FIELD OF ECONOMIC ACTIVITY.

Are divided into:

Property crimes

Theft

Fraud

Misappropriation or embezzlement

Robbery

Extortion

Theft of items of special value

Causing property damage by deception or abuse of trust

Wrongful seizure of a car or other vehicle without the purpose of theft

Intentional destruction or damage to property

Destruction or damage to property due to negligence

Crimes in the field of economic activity

Obstruction of legitimate business activities

Registration of illegal land transactions

Illegal banking activities

False entrepreneurship

Legalization (laundering) of funds or other property acquired illegally

Acquisition or sale of property obtained by obviously criminal means

Illegally obtaining a loan

Malicious evasion of repayment of accounts payable

Coercion to complete a transaction or to refuse to complete it

Illegal use of a trademark

Illegal receipt and disclosure of information constituting commercial or banking secrets

Bribery of participants and organizers of professional competitions and spectacular commercial competitions

Illegal abuse in the issuance of securities

Manufacturing or selling counterfeit money and securities

Smuggling

Illegal actions in bankruptcy

Deliberate bankruptcy

Fictitious bankruptcy

Evasion of an individual from paying taxes or insurance contributions to state, extra-budgetary forms.

17. Objective side The crime consists of a deliberate increase in insolvency committed by the manager or owner of a commercial organization or individual entrepreneur, causing significant damage or other grave consequences.

Subjective side of this crime is that the crime is committed exclusively with direct intent V for selfish personal purposes.

Subject of the crime– manager or owner or individual entrepreneur.

19. Objective side– intentional evasion – an act committed on an especially large scale by a person previously convicted of similar crimes.

Subjective side- direct intent.

Subject of the crime– individual who have reached 16 years of age.

BASIC PROVISIONS OF REAL RIGHT

Methods of protecting property rights.

Property rights: concept, content, methods of acquisition.

Ownership– legal concept, a system of legal norms regulating social property relations (objective meaning).

In a subjective sense, ownership consists of three components (V-P-R):

Right possessions property - the right of the owner to actually possess a thing and hold it in the sphere of his economic dominance. It does not require that the owner be in direct contact with the thing. Possession can be legal or illegal. Legal possession– possession that arises on the basis of current regulations or agreement of the parties. Illegal possession– possession of a thing without sufficient legal grounds. Cases of illegal possession include:

purchasing an item without appropriate reporting documents(without appropriate registration);
secret or open theft property;
unauthorized check-in, squatting of a house or apartment.

Illegal possession may be conscientious or unscrupulous.Bona fide illegal owner- a person who did not know and could not know about the illegality of his possession. Unscrupulous illegal owner- a person who knew or should have known about the illegality of his possession. Ownership can be transferred from the owner to the non-owner (storage).

Right use property - the right to extract from it beneficial features, including the right to appropriate income, fruits, and products. The right of use can be transferred from the owner to the non-owner (lease).

Right orders property - the right of the owner to determine the legal fate of the property or thing.

The main feature of all three powers is that the owner owns, uses, disposes solely at his own discretion and has the right to perform any actions that do not contradict the law and regulations.

On movable property(money, securities) ownership rights arise from the moment transfers things from hand to hand, and on immovable things– from the moment state registration.

The owner of the property can transfer his property to trust management, which does not entail a transfer of ownership of this property.

There are two ways to acquire ownership:

Initial:

ownership of a newly manufactured item;

ownership of fruits, products, income received as a result of the use of property;

ownership of a thing manufactured by processing;

taking ownership of things that are generally available for collection (berries, fish);

acquisition of ownership rights to ownerless items, finds, stray animals, treasure;

acquisitive prescription.

Derivatives:

nationalization – conversion of property into state ownership owned by individuals;
privatization - the state gives its property to citizens or legal entities;
confiscation - gratuitous seizure of property by court decision in the form of sanctions;
foreclosure on the owner’s property for his obligations (in case of bankruptcy);
requisition is a paid seizure of property by decision of government agencies in the event of natural disasters, accidents, epidemics and other circumstances of an emergency nature. The owner can challenge the assessment of this property;
reorganization or liquidation of a legal entity - ownership of the property of the reorganized legal entity passes to other legal entities;
redemption of real estate in connection with and seizure of the land plot on which this property was located;
repurchase of the mismanagement of the contents of a residential premises;
repurchase of mismanaged cultural property;
buying back pets if they are mistreated;
termination of ownership of property that cannot belong to the given owner;
division of property in shared ownership and separation from it.

Grounds for acquiring property rights are legal facts, with which the law connects the onset of powers of ownership, use and disposal of property. Two bases – derivative and original (see above).

Ways to protect property rights– a set of civil remedies provided for by law, applied in connection with a violation of a person’s right to own, use or dispose of their property. Protection of property rights is carried out by the courts general jurisdiction,arbitration courts, arbitration by courts.

Depending on the nature of the violated rights of the owner ways to protect property rights are divided into:

property rights– directly related to and aimed at protecting property rights

vindication– a demand of the non-possessing owner to the illegally possessing non-owner for the return of the thing in its natural form. The following conditions must be grounds for filing a claim:
- the property claimed must be in actual possession another person;
  the subject of a claim can only be individually defined things and things that have generic characteristics;
  it is necessary that the property that the owner has lost does not lose its basic properties and quality characteristics;
  the non-possessing owner and the unlawful possessor must not be bound by contract;

negatory– the requirement of the owner who owns his property to remove obstacles to the exercise of his powers (possession, use, disposal);

claim for recognition of property rights

laws of obligations– protection of the property rights of the owner arising as a result of the conclusion of an agreement;

methods related to restoration of property rights– has its own specifics: restoration of property rights occurs by court decision;

ways to protect property rights forcibly seized property – we have the right to compensation for losses and reimbursement of the value of seized property;

methods of self-defense – We can protect our rights as an owner by filing a lawsuit.

Subjects of property rights:

Individuals

Legal entities

State of the Russian Federation

Subjects of the Russian Federation

Municipalities

Property may belong by right of ownership not to one person, but to two or more. The law provides the right V-P-R both individually and jointly with other persons. In such cases there is general property, which is divided into shared And joint.

Generaljoint property arises for various reasons, for example, in relation to married persons (allocation of shares by court decision), as well as by inheritance, joint purchase, and other grounds.

Generalshared arises by force of law or by agreement of the parties. This means that the common property is divided into shares.

Termination of ownership

All derivatives are based on the fact of transfer of property from one person to another person. This means that for one person to have ownership rights, the ownership rights of another must cease. That is why these methods are grounds for termination of property rights as a result of voluntary or forced alienation of one’s property to other persons.

In connection with destruction, death, damage, with the disappearance of an object, in connection with consumption (fruits).

General provisions on obligations.

Law of obligations– a legal relationship in which one person (debtor), at the request of another person (creditor), is obliged to take actions to provide certain material benefits.

Types of obligations:

Negotiated

Non-contractual

Subspecies:

Obligations to perform work

Service obligations

Obligations to sell property

Transportation obligations

Joint and several obligations

Period of execution obligations are specified in the contract.

Place of performance– execution at the location of the property (real estate).

Reasons:

Treaties– legal facts, they give rise to rights and obligations.

Types of civil contracts:

Preliminary agreement– an agreement to conclude a main contract in the future. The VPD must be the subject and essential terms of the main contract (price, for example).

Agreement of intent– should be distinguished from a preliminary agreement. It does not give rise to any rights and obligations, as in the PD. No legal consequences.

Based on the totality of economic and legal characteristics, one should distinguish and have an idea of the following types of contracts:

Agreements aimed at transferring ownership of property(sale and purchase agreement, supply agreement, exchange agreement, gift agreement).

Agreements providing another person with the right to own and use property(rent, free use, rental of residential premises).

Work contracts(contracts, development and research work)

Service agreements(transportation agreement, storage agreement, agency agreement, commission agreement).

Loan agreements(loan agreement and credit agreement).

Risk transfer agreements arising from accidental causes (personal, property insurance).

Simple partnership agreements = agreement on joint activities.

Procedure for concluding an agreement

It is considered concluded when an agreement has been reached on all issues, seals, signatures.

Anything worth more than 100 thousand rubles is put up for competition.

Supply contract

Protocol of disagreements to the agreement dated... No. (or name) – A4 – 2 copies.

In the supply agreement on the last page there is the inscription “With a protocol of disagreements.” We send it to the supplier. If the supplier does not agree, we apply to the arbitration court with a statement of claim:

Defendant(s)

Full name of the organization, postal addresses

Statement of claim (about a pre-contractual dispute)

Attached are copies of the agreement and protocol

State duty

You can ask for a reduction, cancellation, or deferment of payment of state duty

Freedom of contract means:

GP subjects are free to decide whether or not to enter into an agreement

Freedom to choose a partner for concluding an agreement

Freedom to choose the type of contract

Freedom to choose the terms of the contract

Terms or contents of the contract.

Types of conditions:

Essential conditions(subject of the contract, quantity (purchase and sale), delivery time (delivery contract)) – those conditions that are necessary for a contract of this type (an insured event for an insurance contract).

Normal conditions– do not require the consent of the parties, they are provided for by regulations (CC) and come into force from the moment the contract is concluded.

Random conditions– conditions that change or supplement the usual conditions.

Principles for fulfilling obligations:

Properly- in the proper place, at the proper time, by the proper subject, by the proper subject.

Real performance– collection of penalties does not relieve the debtor from fulfilling obligations in kind.

Ways to ensure fulfillment of obligations :

Penalty(fine, penalty). Types: legal or contractual.

Pledge. Kinds:

pledge with property retained by the pledgor;

pledge with transfer of property.

Retention of property.

Surety. The guarantor undertakes to be responsible to the creditor of another person for the failure of the latter to fulfill his obligation in whole or in part.

Bank guarantee. A bank or other credit institution (guarantor) gives, at the request of another person (principal), a written obligation to pay the principal's creditor (beneficiary) a sum of money in accordance with the terms of the obligation.

Deposit. A sum of money given by one of the parties agreeing to make payments to the other party as proof of the conclusion of the contract and to ensure the execution of the contract.

Termination of obligations:

Proper execution obligations
Impossibility of execution obligations
Compensation
Change of execution
Novation– agreement of the parties to replace the original obligation with other obligations
Debt forgiveness
Test– the obligation is terminated in whole or in part with the offset of a counterclaim of the same type that has become due.
Death, if missing succession.

Non-contractual obligations.

Contract of sale(K-P)– one party (seller) undertakes to transfer ownership of an item or product to the other party (buyer), and the buyer undertakes to accept it and pay a certain amount of money for it, i.e. price. K-P Agreement can be compensated, bilateral, consensual. The parties to the contract are the buyer and the seller. The form of the agreement is oral, written, simple, notarial, with state registration.

Goods - any property that is not seized and not limited in civil circulation, available to the seller, as well as property that will be created or acquired by the seller in the future.

Basic rights and obligations of the parties:

Responsibilities:

The seller is obliged to deliver the goods

Buyer - accept the goods, pay the price

Rights:

Seller – demand payment

Buyer - demand the transfer of goods free from a third party, etc.

Types of K-P agreements

Agreement retail K-P – under the contract, the seller, engaged in business activities of selling goods at retail, undertakes to transfer to the buyer goods intended for personal, family, home or other use not related to business activities. The retail K-P agreement is a public contract (Article 426 of the Civil Code). Relations under a C-P agreement with the participation of a citizen are regulated by the Civil Code, the law “On the Protection of Consumer Rights” and other legal acts.

Contract for the supply of goods– a supplier engaged in business activities undertakes to transfer, within a specified period or terms, the goods produced or purchased by him to the buyer for use in business activities or other purposes not related to personal, family, home or other use. If the parties do not agree on the terms and price, then within 30 days you can terminate the contract by sending a refusal in writing. Art. 524 Civil Code. A violation of the supply contract by the supplier is assumed to be significant in the following cases: delivery of goods of inadequate quality, repeated violation of delivery deadlines, repeated violation of payment terms, etc. For such reasons, you can terminate unilaterally.

Energy supply agreement

Real estate sales contract– under the K-P agreement, one party undertakes to transfer ownership to the buyer land plot, building, structure, apartment or other real estate - Art. 130 GK. All the above rules also apply for sale of the enterprise(Articles 559 – 566). The K-P agreement is concluded in writing by drawing up one document signed by the parties - Art. 434. Failure to comply with the form of the contract for the sale of real estate leads to its invalidity. The transfer of ownership of real estate is subject to state registration. Execution of a contract for the sale of real estate by the parties before state registration is not the basis for changes in their relations with third parties. Rights to a land plot when selling structures and buildings are also subject to state registration. The transfer of real estate by the seller and its acceptance by the buyer is carried out according to a transfer deed or other document signed by the parties, unless otherwise provided by the contract or law. The seller's obligation to transfer the property to the buyer is deemed fulfilled upon delivery of the deed of transfer or other transfer document. In the event of the sale of a residential building or apartment in which people live who, in accordance with the law, have retained the right to use this residential premises, the right of ownership comes into force after its registration.

Agreement for the sale of an enterprise – Art. 132. Under a PP agreement, the seller undertakes to transfer ownership of the enterprise as a whole to the buyer as a property complex, with the exception of the rights and obligations that the seller does not have the right to transfer to other persons. These include: brand name, trademark, service mark and other means of identifying the seller. The agreement is drawn up in writing by drawing up one document, signed by the parties with the obligatory attachment to it of documents, the list of which is c. 561. Failure to comply with the form of the contract is invalid. The agreement is subject to state registration and is considered concluded from the moment of state registration. The transfer of an enterprise takes place according to a transfer deed, which indicates data on the composition of the enterprise and notification of creditors about the sale of the enterprise. Such an act is considered mandatory. The enterprise is considered transferred from the moment the transfer deed is signed by both parties.

Contract for the supply of goods for government needs– delivery of goods is carried out on the basis of a government contract – Art. 530 GK. State needs are recognized as the needs of the Russian Federation or constituent entities of the Russian Federation, determined in accordance with the procedure established by law, and provided at the expense of budget funds and extra-budgetary sources of financing. Art. 506 – 523 Civil Code.

Contract agreement

Work agreement – under the contract, one party undertakes to perform certain work on the instructions of the other party (customer) and deliver its result to the customer, and the customer undertakes to accept and pay. Household contracting, construction contracting, contracting for design and survey work, contracts for government needs. Manufacturing contracts. Processing an item or performing other work with transfer of its result to the customer. The Contractor is responsible for the inadequate quality of the materials and equipment provided by him. General contractor and subcontractor Art. 403, 321, 313. If the quality of the work is inadequate, you can demand the elimination of defects free of charge within a reasonable time, a reduction in price, and reimbursement of your expenses for redoing the defects (Article 397).

Lease contract – Under a property lease agreement, the tenant or lessor undertakes to provide the tenant with property for a fee for temporary use (possession). A plot of land and other isolated properties can be leased natural objects, buildings, structures, equipment, vehicles and other things that do not lose their natural properties. The law may establish types of property, the rental of which is not permitted or limited. Certain features of leasing land plots and other isolated natural objects can also be established. For example, a reserve is not for hunting, but for the benefit. The lease agreement must contain data that allows one to definitely establish the property to be transferred to the lessee as the leased object. The lease agreement is concluded in writing for 1 year or more. It can be concluded between two physical ones, or between physical ones. and legal entities. The lessor is obliged to transfer the property to the tenant in a condition consistent with the terms of the contract. Quality certificates, technical passport, extract from the house register. The lessor is responsible for defects in the property. If such deficiencies are discovered, the tenant or tenant has the right, at his own discretion, to demand that the landlord eliminate the deficiencies, reduce the rent, or reimburse expenses. Responsibilities of the parties for the maintenance of the leased property.

When renting an office or apartment, the tenant is obliged to maintain this condition (you cannot drive a nail).

Early termination of the lease: unless provided for in the lease agreement, early termination of the agreement entails...

Early termination of the contract at the request of the lessor:

if the employer uses it with significant violations of the terms of the contract;

Significant deterioration of property;

Rent was not paid more than 2 times in a row after the established deadlines.

Other grounds of Art. 450.

The lessor sends a warning in writing about the need to fulfill obligations within a reasonable time.

Early termination of the contract by the employer:

The lessor did not provide the property for use by the tenant or created obstacles;

The transferred property has defects that prevent the use of this property.

If major repairs are specified in the contract, but the landlord does not carry them out, then the contract may be terminated;

Due to circumstances for which the tenant is not responsible, the property will be in a state unnatural for use, due to natural disasters.

See art. 450.

Donation agreement– one party (donor) gratuitously transfers or undertakes to transfer to the other party (donee) an item of ownership. Such an agreement is subject to the rules of Art. 170 GK. The donation can be made orally, as long as both are in good health. Donation is carried out by transfer. In writing - when the donor is a legal entity and the value of the gift exceeds 5 minimum wages; if the contract contains a provision for the transfer of the gift in the future. The contract of donation of real estate is subject to state registration.

Prohibition of donation.

Donations are not allowed, with the exception of ordinary gifts, the value of which does not exceed 5 minimum wages, on behalf of minors and those recognized as incompetent and their legal representatives;

Employees of medical, educational institutions, social protection institutions and other institutions; citizens undergoing treatment;

It is prohibited to give gifts to civil servants serving in bodies in connection with their official position;

in relations between commercial organizations.

Donation of property that is in common ownership is permitted with the consent of all participants in the property, Art. 253.

LABOR LAW

Represents itself as an independent industry Russian law and a set of legal norms regulating social and labor relations.

Methods of legal regulation labor relations:

Centralized– provides a minimum of guarantees labor rights for the employee: the length of the working day, the tariff schedule for public sector employees is established; adopts important regulations on issues of discipline and labor protection.

Local– ensure the establishment of working hours in organizations, vacation schedules, conditions of a collective agreement, etc.

Employment contract– the rights and obligations established on its basis cannot be changed without the consent of the parties.

State-imperious (imperative)– ensures a strict procedure for the conduct of participants in labor relations.

Participation labor collectives and trade union bodies in organizing labor relations. These teams decide on the need for a conclusion with the employer, review and approve its project.

Collective agreement– a legal act regulating social and labor relations in an organization, which is concluded between employees and the employer. Regulated by TC and Federal Law "On collective agreements and agreements". The terms and norms of a collective agreement must not contradict the law. The parties to such an agreement are the employees or their representative and the head of the organization. The initial stage of the procedure for concluding a contract of agreement is collective negotiations. Any party can act as an initiator. A protocol is drawn up with a proposal to conclude a design agreement and signed by the parties. If the parties fail to reach agreement, a protocol of disagreements is drawn up, in which proposals for settlement are formulated. The protocol of disagreements is an integral part of the CD. When signing an agreement and a protocol of disagreements, this is the moment of the end of negotiations and the conclusion of a contract of agreement. The content of the contract is understood as the agreement by the parties on the conditions aimed at regulating social and labor relations; there are 3 types of them: informational, mandatory, regulatory. The contract is concluded for a period of no more than 3 years. The grounds for termination of the contract are in the Labor Code and in the Federal Law (see above). Control over the implementation of the collective agreement is exercised by the parties, their representatives, and labor authorities. The parties report on the implementation of the agreement at a general meeting of the labor collective. The structure of the CD includes 8 sections, including: on payment, on labor protection, on advanced training, etc. If the name or structure of the governing body is changed, the CD remains in effect.

FAMILY AND MARRIAGE RELATIONS.

Family Code, Civil Code (consider independently)

Personal property relations of spouses.

Conditions and procedure for marriage.

Termination of marriage and recognition of marriage as invalid.

Legal regime of spouses' property: legal and contractual.

Marriage contract.

Rights and responsibilities of parents and children:

Legal protection of children;
Alimony obligations;
Forms of raising children without parental care (adoption, guardianship, trusteeship);
Personal property relations between parents and children.