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Now in Russia acts the order of formation of the legal persons, when registration of the legal person do not need the consent of any third persons, including state bodies. The registering bodies only check, whether there correspond to the law the constituent instruments of firm and whether the established order of its formation is observed, then are obliged to register the legal person. According to standards of the Civil legislation the conducting of registration of all legal persons in Russia is assigned to judicial authorities. However while the judicial authorities have no possibilities, necessary for it. Therefore, in practice the state registration of the legal persons is realized in the basic Registration chambers, specially created for these purpose, of the subjects of Russian Federation. For example, there is a Registration chamber of city of St.-Petersburg, Registration chamber of city of Moscow etc. For registration of the legal person the following documents are usually exhibited: Except for procedures of registration of the legal persons the law also stipulates questions of the cease of activity of the legal persons. The cease of activity of the legal person occurs as a result of its reorganization (except for cases of allocation from a composition of the legal person of other organization) or liquidation and, as a rule, carries definitive character. However law stipulates also possibility of suspension (temporary cease) activity of a number of organizations. The given measure can be applied in relation to public associations as the approbation for infringement of the constitution and legislations of Russian Federation only under the decree for the term of about six months. By reorganization of the legal persons all rights and the duties of the reorganized person or part transfer them to other subjects of law, that is there is a legal succession. The reorganization of the legal persons can be realized: As a rule, the reorganization is conducted under the decision of the participants of the legal person or owner of its asset, i.e. voluntarily. However concerning commercial organizations the law provides also such cases, when the reorganization can be effected under duress (for example, such possibility is provided by Law of RSFSR "About a competition and limitation monopoly activity in the commodity markets"). At allocation, separation or merger of several organizations arises, as the minimum, one new subject of law, therefore in such cases the reorganization is considered completed at the moment of state registration of the newly founded legal persons. At annexation of the new legal persons there is no, hence, reorganization is perfected at the moment of exception of the affiliated organization of the uniform state register. In many cases the conducting of reorganization is capable to result in negative consequences as limitation of a competition in the market, therefore for prevention of such consequences Law of RSFSR "About a competition and limitation monopoly activity in the commodity markets" establish obligatory procedure of receiving of the consent of a federal antimonopoly body on merger or annexation of commercial organizations, the sum of which assets exceeds 100.000 minimal sizes of the wage, and also on merger and annexation of unions or associations of commercial organizations. As the reorganization of the legal person can essentially mention interests of the creditors, its obligatory condition is the prior notification of the creditors, which in such case have the right to require the cease or prescheduled execution of the obligations of the reorganized legal person and indemnification. The liquidation of the legal person provides the cease of its activity without transition of the rights and duties by way of legal succession to other persons. Under the decision of the participants or body of the legal person authorized to that by the constituent instruments, it can be liquidated voluntarily, in connection with inexpedience of the further existence of such legal person, expiration, on which it was created, or for other reasons. The compulsory liquidation is conducted under the decree, in cases, when the activity of the legal person is realized without the appropriate admittance (license), or such activity is directly forbidden to the law, or is connected with numerous or gross violations of the legislation. For some kinds of the legal persons the law establishes the additional bases of liquidation. For example, the commercial organizations (except for the public enterprises), consumer co-operatives and funds can be liquidated owing to their inconsistency (bankruptcy). For the economic societies and unitary enterprises such basis of liquidation as the forfeit of asset is stipulated, i.e. than reduction of cost of net assets of the enterprise is lower level of the minimal size of the charter capital. In both these cases the liquidation can be conducted both voluntarily, and under duress. The order of liquidation of the legal person consists of several stages and is arranged by Civil codes. These stages are those: According to the Civil Code of Russian Federation in Russia there are following kinds of the legal persons: All legal persons can be divided into four large categories: economic partnerships and societies, producers' cooperatives, state and municipal enterprises and, at last, noncommercial organizations. Also it is possible to mention both affiliates and agencies of the legal persons. The producers' cooperatives - one more kind of the legal persons. The producers' cooperatives represent associations of the persons for joint conducting enterprise activity on the basis of their personal labour or other participation, which initial asset develops of the shares of the members of association. The special version of commercial organizations are the state and municipal enterprises. The specificity of the given subjects of civil matters consists that their asset is found accordingly in the state or municipal property and belongs to such enterprise on the right of economic conducting or operative management. Also there are such a kind of the legal persons, as noncommercial organizations - organizations not pursuing purposes of extraction of the profit as the basic purpose of the activity and not distributing profit between the participants. Such organizations can be subdivided on: The Organization created by the owner for accomplishment of functions of noncommercial character, and funded by it completely or partially, refers to as establishment. The Association of the legal persons. Represents noncommercial organization formed by the several legal persons for conducting of activity in their interests. |
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