Unitary enterprises are the property of such enterprises. Municipal unitary enterprise - what is this form of organization. Charter of a unitary enterprise

An enterprise is an autonomous business entity that is established and operates on the basis of existing national legislation for the production of products, the provision of services and the performance of work.

The two main goals of its functioning are to satisfy the emerging needs and make a profit. One form of activity is a municipal enterprise. Its main features will be discussed in this article.

Categories of economic entities

According to the Civil Code of the Russian Federation, there are actually three large groups of commercial organizations:

1. Economic society, or partnership.
2. Production cooperative.
3. Unitary state or municipal enterprise.

The first group includes the largest number subcategories:

• Complete society.
• Limited partnership.
• Society with additional liability.
• OJSC and CJSC.

A cooperative is an association of citizens on a voluntary basis for joint economic activity. Each of its members personally participates in the work and makes a share contribution there. All members of this organization are jointly responsible. This means that the profit is distributed in proportion to the labor contribution. When a production cooperative is liquidated, all remaining property is distributed among employees according to a similar principle.

State and municipal enterprise: main features

The last category includes unitary business entities. The municipal enterprise is special kind a commercial organization in which the ownership of property is not assigned to an individual. Therefore, such a business entity is called unitary. Its property is not distributed into shares and shares, including among the people who work on it. According to the Civil Code of the Russian Federation, a municipal enterprise is always a unitary enterprise. At the same time, this form is characteristic only for such business entities created by state or local governments.

Non-Profit Organizations

In addition to the listed business entities aimed at profit, voluntary civil associations can be created under Russian law. The state can also establish them. There are the following main types of non-profit associations:

1. consumer cooperative.
2. Religious or social organization.
3. Fund.
4. Institution, including municipal.
5. association or union.

In this way, municipal institution and municipal enterprise are the two main ways in which the state can carry out economic activities. It depends on whether it makes a profit, for what purposes it was created, how to call it correctly.

Forms of municipal enterprises

All unitary economic entities are usually divided into two types. All public institutions can be attributed to one of them.

The first includes enterprises with the right of economic management. This means that he has the legal ability to own, use and dispose of property within the limits established by law. This state of affairs is preferable, since in this case you can independently determine your strategy and set goals and daily tasks corresponding to it.

A municipal unitary enterprise with the right of operational management is much more dependent on the state. It can own, use and dispose of all property, but only within predetermined limits. The state body determines its goals and objectives, which are not subject to change. This species has much less independence in management.

Creation process and work

The municipal unitary enterprise begins its activities by decision government agency. The Government of the Russian Federation can also create on the basis of property in its ownership. founding document the statute appears. The state or municipal body shall be liable in case of insufficiency of the property of the enterprise created by it. The head is fully accountable to the Government of the Russian Federation represented by its authorized bodies.

Key points

Article 52 Civil Code RF, a unitary enterprise is a business entity that is not endowed with the right of ownership of the property assigned to it. Its charter must necessarily include two clauses:

• The subject and purpose of the activity.
• Value statutory fund and sources of its funding.

The company name must necessarily contain an indication of state property. For obligations, a unitary enterprise is liable with all its property, but cannot act as a pledge or become insolvent as a result of the bankruptcy of its owner. In the Russian Federation, there is a special Federal Law that describes precisely such business entities.

Opportunities for operational and complete management

Any municipal enterprise is created on the basis of a decision. It is he who approves his charter. The size of the fund of a unitary enterprise with the right of economic management must be fully financed before its registration. If size net assets at the end of the year it turns out to be less than the authorized capital, then the authorized body is obliged to track this situation and reduce it. A notice of a change in the size of the fund is sent to all creditors who may require the enterprise to fulfill its obligations ahead of schedule. The owner is not liable for obligations, except for the cases described in Article 56 of the Civil Code of the Russian Federation.

Unitary enterprises with the right of operational management are created by decision of the government. Federal property is assigned to them as their property. The founding document is also a charter. The main difference is that if the property is insufficient, the state is responsible for its obligations. Accordingly, reorganization and liquidation are carried out only by decision of the Government of the Russian Federation.

unitary enterprise- This is a commercial organization that is not endowed by the owner with the right of ownership of the property assigned to it.

Such enterprises are called unitary enterprises, since their property is indivisible and cannot be distributed among deposits, shares, shares, shares.

Only state and municipal enterprises can be created in this form.

The firm name of a unitary enterprise must contain an indication of the owner of its property.

The charter should clearly indicate to whom (the Russian Federation, which particular subject of the Russian Federation or local government) owns the property of a unitary enterprise on the basis of ownership. At the same time, property (respectively, state or municipal) belongs to a unitary enterprise on the basis of the right of economic management or operational management.

Types of unitary enterprises

Unitary enterprises can be of three types:

federal state unitary enterprise (FGUP),

state enterprise of the subject of the Russian Federation (SUE);

municipal enterprise (MUP) - unitary enterprise municipality.

The essence of a unitary enterprise

Unitarity is a specific form of organization of activity, which is characterized by the following features:

creation of a legal entity through the allocation of certain property by the owner;

preservation of the founder's right of ownership to the transferred property;

assignment of property to a legal entity on the right of economic management or operational management;

indivisibility of transferred property;

no membership;

the presence of a single governing body.

The main reasons for the creation of unitary enterprises

The main reasons for creating unitary enterprises, it is necessary to include the following reasons:

the implementation of certain subsidized activities and the conduct of certain industries operating at a loss;

implementation of activities to address a range of social tasks, including implementations individual goods, works and services at minimum prices;

the need to use property, the privatization of which is prohibited.

The purpose of the activities of unitary enterprises

Since, in accordance with paragraph 2 of Art. 50 and Art. 113 of the Civil Code of the Russian Federation, unitary enterprises are commercial legal entities, then their activities are aimed at making a profit in favor of the owner of the property - the state or municipality, as well as to cover their own expenses.

In addition, the purpose of the activity is not only to make a profit, but also to satisfy the interests of the state, to meet state needs.

At the same time, depending on the method of securing property, two types of unitary enterprises are distinguished (clause 2 of article 113 of the Civil Code of the Russian Federation):

unitary enterprises based on the right of economic management (Article 114 of the Civil Code of the Russian Federation);

unitary enterprises based on the right of operational management (state-owned enterprises; Article 115 of the Civil Code of the Russian Federation).

Constituent documents of a unitary enterprise

The founding document of a unitary enterprise is:

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

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

The document defining the procedure for managing a unitary enterprise is its charter.

Charter of a unitary enterprise

The constituent document of a unitary enterprise is the charter of the organization, which is approved by the ministry, department or other federal body.

The charter of a state and municipal enterprise must contain, in addition to the usual information specific to each legal entity, information on the subject and goals of its activities, as well as on the size of the organization's authorized fund.

Statutory fund of a state unitary enterprise

The size of the authorized capital of a state unitary enterprise must be equal to at least 5,000 minimum wages, and that of a municipal unitary enterprise must be at least 1,000 minimum wages.

Property of a unitary enterprise

The methods of using the property of a unitary enterprise include the use of property on the right:

economic management;

operational management.

With the method of economic management, a unitary enterprise (SUE, MUP) can dispose of the property assigned to it, its products and income from the sale of goods, works or services independently, taking into account the current restrictions established by law.

With the method of operational management, a unitary enterprise (state-owned enterprise) has the right to dispose of the property assigned to it, manufactured products and income from the sale of goods, works or services only on the basis of the consent of the owner.

Sources of formation of property of a unitary enterprise

The sources of formation of the property of a unitary enterprise are:

property that is transferred to the enterprise on the basis of the decision of the owner to pay for the authorized capital;

other property that is transferred to the enterprise by decision of the owner;

profit that was received in the course of the economic activity of the enterprise;

received credit and borrowed funds;

accrued depreciation amounts;

capital investments made by the enterprise;

received subsidies from the budget;

Unitary enterprise: details for an accountant

• Unitary enterprises on interdependence

  In this consultation, we will acquaint accountants of unitary enterprises with the concept of “interdependent persons ... organizations. For example, if a unitary enterprise owns 90% authorized capital... the rights of the owner of the property of the relevant unitary enterprise are not recognized as interdependent ... that the head of the unitary enterprise is recognized as interested in the transaction by the unitary enterprise, if ... relations with the unitary enterprise; in other cases determined by the charter of the unitary enterprise. ...

• Procurement of medicines for unitary enterprises facilitated

  The creation of a state or municipal unitary enterprise is the need to carry out activities ..., in particular: - state unitary enterprises, municipal unitary enterprises that are pharmacy organizations, if available ... indicate that state, municipal unitary enterprises that are pharmacy organizations carry out. .. 09/01/2017 state, municipal unitary enterprises that are pharmacy organizations have the right ...

• Unitary enterprise received property on lease

  Can a unitary enterprise receive, free of charge, economic ... technical and technological modernization of production? A unitary enterprise can receive free of charge in economic ... the subject of leasing is recorded on the balance sheet of a unitary enterprise - lessee, it charges depreciation ... 03-06/2/82886. Example. A unitary enterprise has acquired equipment under a leasing agreement... leased property is not taken into account in the current expenses of a unitary enterprise - lessee. After...

• For the first time - publication of information on the average monthly salary of managers, their deputies and chief accountants on the Internet

  institutions; municipal institutions; state unitary enterprises; municipal unitary enterprises. Where exactly on the Internet ... institutions, state and municipal unitary enterprises. Thus, the calculation of the average monthly ... federal public institutions, federal state unitary enterprises - by regulatory legal acts of the Government ... chief accountants of municipal institutions, municipal unitary enterprises - by regulatory legal acts of bodies ...

• State enterprise property tax

  ... ], and is a unitary enterprise based on the right of operational management. The founder of a unitary enterprise, including ... -FZ "On State and Municipal Unitary Enterprises".

• On the transfer of part of the profits of UE Housing and Public Utilities to the budget

  Reporting? Like any other unitary enterprise, a public utility unitary enterprise must ... . In the organizational and legal form of unitary enterprises, state and municipal enterprises operate ... -FZ "On State and Municipal Unitary Enterprises" (hereinafter - Federal Law No. 161 ... 161-FZ provides for the annual transfer by a unitary enterprise to the budget of part of the profit, therefore. .. are absent for 2012. * * * A unitary utility company is obliged to transfer to ...

• Purchase and sale of a land plot at a loss

  In August 2019, the unitary enterprise acquired a land plot. In October... arrived? In August 2019, the unitary enterprise acquired a land plot. In October... - economic operation. To protect itself, a unitary enterprise can receive an assessment report ... in full, the tax loss of a unitary enterprise at the end of 2019, which ...

• Depreciation premium as a way of tax optimization

  use. We note right away that such an opportunity is provided to a unitary enterprise only in ... use. We note right away that such an opportunity is provided to a unitary enterprise only in ... disagreements with the tax authorities. If the unitary enterprise uses the specified right, the corresponding ... premium. General rule Suppose a unitary enterprise decides to sell a fixed asset in ... used in the construction of a facility Unitary enterprises can purchase fixed assets for ...

• Changes in Law No. 44-FZ of 2018. New Procurement Rules

  What to prepare for. For a year now, unitary enterprises have been guided by the Federal Law when making purchases ... Law No. 44-FZ provides for the right of a unitary enterprise to refuse to conclude a contract with ... .2018). It is from this date that unitary enterprises are in a situation where a procurement participant ... to participate in such a tender. The unitary enterprise will be able to correct the notice no later than ... when developing and approving the procurement regulations by the relevant unitary enterprises, the following information ...

• Management salaries according to the new

  Federal state institutions, federal state unitary enterprises - regulatory legal acts of the Government of the Russian Federation ... subjects of the Russian Federation; municipal institutions, municipal unitary enterprises - by regulatory legal acts of bodies ... conditions for remuneration of heads of state unitary enterprises (state enterprises, state-owned enterprises) ... institutions and federal state unitary enterprises approved by the Decree of the Government of the Russian Federation ...

• Purchasing from a single supplier in accordance with Law No. 223-FZ

  ... (EP). Purchase from a single supplier by unitary enterprises. We remind readers that in 2018 ... the example of municipal institutions and unitary enterprises of Khabarovsk, the amount of such a purchase is ... state and municipal institutions and unitary enterprises by their founders. Federal...

• Transformation of a telecom operator from UE to JSC: determining the cost of fixed assets

  Created in the form of a unitary enterprise, into a joint-stock company? The transformation of a unitary enterprise into a joint-stock company ... in the order of privatization when a unitary enterprise is transformed into a joint-stock company, is accepted to ... by transformation of state and municipal unitary enterprises. It turns out that the state and municipal ... existing unitary enterprise. The creation of a joint-stock company during privatization in the order of the transformation of a unitary enterprise is ...

• New year 2018 – new procurement rules

  What to prepare. For a year now, unitary enterprises have been guided by Federal ... No. 44-FZ when making purchases, the right of a unitary enterprise to refuse to conclude a contract with ... 2018). It is from this date that unitary enterprises are in a situation where the participant ... participate in such a competition. A unitary enterprise will be able to correct the notice no later than ... in Law No. 223-FZ Unitary enterprises should also be aware of the changes ... there are other innovations. Unitary enterprises should know that from 31 ...

• Accounting for the allocated subsidies

  Justify your actions? A unitary enterprise was given a subsidy for carrying out ... for ordinary activities. The unitary enterprise acted in accordance with the approved ... based on the nature of the costs (the position of the unitary enterprise); - or as part of others ... financial results lowers the cost. The path chosen by the unitary enterprise contributes to ... accounting policy order. * * * The position of a unitary enterprise is legitimate for the following reasons: the enterprise ...

• Regional property tax relief

  The basis of the question that came from a unitary enterprise (resource supply organization). It's about the application... the basis of the question that came from the unitary enterprise (resource supply organization). It is dedicated to the application ... to be regarded as reasonable. Consequences for the unitary enterprise. Since a unitary enterprise (which received the disputed property) is not ... self-governing - on the right of operational management, a unitary enterprise - on the right of economic management. AND...

Chapter I General provisions

Article 1 Relationships governed by this federal law

This Federal Law determines in accordance with the Civil Code of the Russian Federation legal status state unitary enterprise and municipal unitary enterprise (hereinafter also referred to as a unitary enterprise), the rights and obligations of the owners of their property, the procedure for creating, reorganizing and liquidating a unitary enterprise.

Article 2. Unitary enterprise

1. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of property assigned to it by the owner. Only state and municipal enterprises can be created in the form of unitary enterprises. The property of a unitary enterprise is owned by the Russian Federation, a subject of the Russian Federation or a municipality.

On behalf of the Russian Federation or a constituent entity of the Russian Federation, the rights of the owner of the property of a unitary enterprise are exercised by state authorities of the Russian Federation or state authorities of a constituent entity of the Russian Federation within their competence established by acts defining the status of these bodies. On behalf of the municipality, the rights of the owner of the property of a unitary enterprise are exercised by local governments within their competence established by acts defining the status of these bodies.

The property of a unitary enterprise belongs to it on the right of economic management or on the right of operational management, is indivisible and cannot be distributed among contributions (shares, shares), including among employees of a unitary enterprise.

A unitary enterprise is not entitled to create another unitary enterprise as a legal entity by transferring a part of its property (subsidiary enterprise) to it.

A unitary enterprise may, in its own name, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court.

A unitary enterprise must have an independent balance sheet.

2. The following types of unitary enterprises are created and operate in the Russian Federation:

unitary enterprises based on the right of economic management - a federal state enterprise and a state enterprise of a constituent entity of the Russian Federation (hereinafter also referred to as a state enterprise), a municipal enterprise;

unitary enterprises based on the right of operational management - a federal state-owned enterprise, a state-owned enterprise of a constituent entity of the Russian Federation, a municipal state-owned enterprise (hereinafter also referred to as a state-owned enterprise).

3. A unitary enterprise must have a round seal containing its full company name in Russian and an indication of the location of the unitary enterprise. The seal of a unitary enterprise may also contain its trade name in the languages ​​of the peoples of the Russian Federation and (or) a foreign language.

A unitary enterprise has the right to have stamps and letterheads with its own company name, its own logo, as well as a duly registered trademark and other means of individualization.

4. Establishment of unitary enterprises on the basis of amalgamation of property owned by the Russian Federation, subjects of the Russian Federation or municipalities is not allowed.

Article 3. Legal capacity of a unitary enterprise

1. A unitary enterprise may have civil rights corresponding to the subject and goals of its activity, provided for in the charter of this unitary enterprise, and bear obligations related to this activity.

2. A unitary enterprise is considered established as a legal entity from the date of making the relevant entry in the unified State Register legal entities with the features established by Article 10 of this Federal Law.

A unitary enterprise is created without a time limit, unless otherwise provided by its charter.

A unitary enterprise has the right to open bank accounts in the territory of the Russian Federation and abroad in accordance with the established procedure.

A state or municipal enterprise, until the completion of the formation of the statutory fund by the owner of its property, is not entitled to make transactions that are not related to the establishment of a state or municipal enterprise.

3. Certain types of activities, the list of which is determined by federal law, may be carried out by a unitary enterprise only on the basis of a license.

Article 4. Firm name of a unitary enterprise and its location

1. A unitary enterprise must have a full company name and may have an abbreviated company name in Russian. A unitary enterprise is also entitled to have a full and (or) abbreviated trade name in the languages ​​of the peoples of the Russian Federation and (or) a foreign language.

The full corporate name of a state or municipal enterprise in Russian must contain the words "federal state enterprise", "state enterprise" or "municipal enterprise" and an indication of the owner of its property - the Russian Federation, a constituent entity of the Russian Federation or a municipality.

The full company name of a state enterprise in Russian must contain the words "federal state enterprise", "state enterprise" or "municipal state enterprise" and an indication of the owner of its property - the Russian Federation, a subject of the Russian Federation or a municipality.

The firm name of a unitary enterprise in Russian cannot contain other terms reflecting its organizational and legal form, including those borrowed from foreign languages, unless otherwise provided by federal laws and other regulatory legal acts of the Russian Federation.

2. The location of a unitary enterprise is determined by the place of its state registration.

3. A unitary enterprise must have a postal address at which communication is carried out with it, and is obliged to notify about a change in its postal address body that carries out state registration of legal entities.

Article 5. Branches and representative offices of a unitary enterprise

1. A unitary enterprise, in agreement with the owner of its property, may create branches and open representative offices.

The creation by a unitary enterprise of branches and the opening of representative offices on the territory of the Russian Federation shall be carried out in compliance with the requirements of this Federal Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices of a unitary enterprise are opened, unless otherwise not provided international treaties Russian Federation.

2. A branch of a unitary enterprise is its separate subdivision located outside the location of the unitary enterprise and performing all or part of its functions, including the functions of a representative office.

3. A representative office of a unitary enterprise is its separate subdivision, located outside the location of the unitary enterprise, representing the interests of the unitary enterprise and protecting them.

4. A branch and a representative office of a unitary enterprise are not legal entities and operate on the basis of the regulations approved by the unitary enterprise. A branch and a representative office are endowed with property by the unitary enterprise that created them.

The head of a branch or representative office of a unitary enterprise is appointed by the unitary enterprise and acts on the basis of his power of attorney. Upon termination of an employment contract with the head of a branch or representative office, the power of attorney must be canceled by the unitary enterprise that issued it.

A branch and a representative office of a unitary enterprise carry out their activities on behalf of the unitary enterprise that created them. Responsibility for the activities of a branch and a representative office of a unitary enterprise shall be borne by the unitary enterprise that created them.

5. The charter of a unitary enterprise must contain information about its branches and representative offices. Notifications about changes in the charter of a unitary enterprise, information about its branches and representative offices are submitted to the body that carries out state registration of legal entities. The specified changes in the charter of a unitary enterprise shall enter into force for third parties from the moment of notification of such changes to the body that carries out state registration of legal entities.

Article 6. Participation of unitary enterprises in commercial and non-commercial organizations

1. Unitary enterprises may be participants (members) of commercial organizations, as well as non-profit organizations in which, in accordance with the Federal Law, the participation of legal entities is allowed.

Unitary enterprises are not entitled to act as founders (participants) of credit institutions.

2. A decision on the participation of a unitary enterprise in a commercial or non-commercial organization may be made only with the consent of the owner of the property of the unitary enterprise.

The disposal of a contribution (share) in the authorized (share) capital of a business company or partnership, as well as shares belonging to a unitary enterprise, is carried out by a unitary enterprise only with the consent of the owner of its property.

Article 7. Responsibility of a unitary enterprise

1. A unitary enterprise shall be liable for its obligations with all its property.

A unitary enterprise is not liable for the obligations of the owner of its property (the Russian Federation, a subject of the Russian Federation, a municipality).

2. Russian Federation, a constituent entity of the Russian Federation, a municipality shall not be liable for the obligations of a state or municipal enterprise, except in cases where the insolvency (bankruptcy) of such an enterprise is caused by the owner of its property. In these cases, if the property of the state or municipal enterprise is insufficient, the owner may be held subsidiary liable for his obligations.

3. The Russian Federation, constituent entities of the Russian Federation or municipal formations shall bear subsidiary liability for the obligations of their state-owned enterprises if their property is insufficient.

Chapter II. Establishment of a unitary enterprise

Article 8. Establishment of a unitary enterprise

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

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

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

3. A federal state enterprise is established by a decision of the Government of the Russian Federation.

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

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

4. A state or municipal enterprise may be created if:

the need to use property, the privatization of which is prohibited, including property that is necessary to ensure the security of the Russian Federation;

the need to carry out activities in order to solve social problems (including the sale of certain goods and services at minimum prices), as well as the organization and conduct of procurement and commodity interventions to ensure the food security of the state;

the need to carry out activities provided for by federal laws exclusively for state unitary enterprises;

the need to carry out scientific and scientific-technical activities in sectors related to ensuring the security of the Russian Federation;

the need to develop and manufacture certain types products that are in the sphere of interests of the Russian Federation and ensure the security of the Russian Federation;

the need to produce certain types of products withdrawn from circulation or limited circulation.

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

if the predominant or significant part of the products manufactured, work performed, services provided is intended for federal state needs, the needs of a constituent entity of the Russian Federation or a municipality;

the need to use property, the privatization of which is prohibited, including property necessary to ensure the security of the Russian Federation, the operation of air, rail and water transport, the implementation of other strategic interests of the Russian Federation;

the need to carry out activities for the production of goods, the performance of work, the provision of services sold at prices established by the state in order to solve social problems;

the need to develop and manufacture certain types of products that ensure the security of the Russian Federation;

the need to produce certain types of products withdrawn from circulation or limited circulation;

the need to carry out certain subsidized activities and conduct unprofitable production;

the need to carry out activities provided for by federal laws exclusively for state-owned enterprises.

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

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

The cost of property assigned to a unitary enterprise on the right of economic management or on the right of operational management, upon its establishment, is determined in accordance with the legislation on valuation activities.

Article 9

1. The founding document of a unitary enterprise is its charter.

2. The charter of a unitary enterprise is approved by the authorized state bodies of the Russian Federation, state bodies of a constituent entity of the Russian Federation or local self-government bodies.

3. The charter of a unitary enterprise must contain:

full and abbreviated trade names of the unitary enterprise;

indication of the location of the unitary enterprise;

goals, subject, activities of a unitary enterprise;

information about the body or bodies exercising the powers of the owner of the property of a unitary enterprise;

name of the body of the unitary enterprise (head, director, CEO);

the procedure for appointing the head of a unitary enterprise, as well as the procedure for concluding, amending and terminating an employment contract with him in accordance with labor law and other containing norms labor law normative legal acts;

a list of funds created by a unitary enterprise, the size, procedure for the formation and use of these funds;

other information provided for by this Federal Law.

4. The charter of a state or municipal enterprise, in addition to the information specified in paragraph 3 of this article, must contain information on the size of its authorized capital, on the procedure and sources for its formation, as well as on the directions for using profits.

5. The charter of a state-owned enterprise, in addition to the information specified in paragraph 3 of this article, must contain information on the procedure for distributing and using the income of a state-owned enterprise.

6. The charter of a unitary enterprise may also contain other provisions that do not contradict this Federal Law and other federal laws.

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

Amendments made to the charter of a unitary enterprise, or the charter of a unitary enterprise in new edition are subject to state registration in the manner provided for in Article 10 of this Federal Law for the state registration of a unitary enterprise.

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

Article 10. State registration of a unitary enterprise

1. A unitary enterprise is subject to state registration with the body carrying out state registration of legal entities in the manner established by the Federal Law "On State Registration of Legal Entities".

2. For state registration of a unitary enterprise, a decision of an authorized state body of the Russian Federation, an authorized state body of a constituent entity of the Russian Federation or a local self-government body on the establishment of a unitary enterprise, the charter of a unitary enterprise, information on the composition and value of property assigned to it on the right of economic management or on right of operational management.

Chapter III. Property and statutory fund of a unitary enterprise

Article 11. Property of a unitary enterprise

1. The property of a unitary enterprise is formed at the expense of:

property assigned to a unitary enterprise on the right of economic management or on the right of operational management by the owner of this property;

income of a unitary enterprise from its activities;

other sources that do not contradict the law.

2. The right to property assigned to a unitary enterprise on the right of economic management or on the right of operational management by the owner of this property arises from the moment such property is transferred to the unitary enterprise, unless otherwise provided by federal law or established by the decision of the owner on the transfer of property to the unitary enterprise.

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

3. When transferring ownership of a state or municipal enterprise as Property Complex to another owner of state or municipal property, such an enterprise retains the right of economic management or the right of operational management of the property belonging to it.

Article 12. Statutory fund of a unitary enterprise

1. The authorized capital of a state or municipal enterprise determines the minimum amount of its property that guarantees the interests of the creditors of such an enterprise.

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

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

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

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

4. Federal laws or other normative legal acts may determine the types of property from which the statutory fund of a state or municipal enterprise cannot be formed.

5. In a state-owned enterprise, the statutory fund is not formed.

Article 13

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

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

Article 14. Increase in the statutory fund

1. An increase in the authorized capital of a state or municipal enterprise is allowed only after its formation in full, including after the transfer to the state or municipal enterprise of real estate and other property intended to be assigned to it under the right of economic management.

2. An increase in the authorized capital of a state or municipal enterprise may be carried out at the expense of additional property transferred by the owner, as well as income received as a result of the activities of such an enterprise.

3. The decision to increase the statutory fund of a state or municipal enterprise may be taken by the owner of its property only on the basis of data from the approved annual financial statements of such an enterprise for the past financial year.

The size of the authorized fund of a state or municipal enterprise, taking into account the size of its reserve fund, cannot exceed the value of the net assets of such an enterprise.

4. Simultaneously with the adoption of a decision to increase the authorized capital of a state or municipal enterprise, the owner of its property shall make a decision to make appropriate changes to the charter of such an enterprise.

Documents for state registration of changes made to the charter of a state or municipal enterprise in connection with an increase in its authorized capital, as well as documents confirming an increase in the authorized capital of a state or municipal enterprise, must be submitted to the body that carries out state registration of legal entities.

Failure to submit the documents specified in this paragraph is the basis for denial of state registration of amendments made to the charter of a state or municipal enterprise.

Article 15

1. The owner of the property of a state or municipal enterprise has the right, and in the cases provided for by this article, is obliged to reduce the authorized capital of such an enterprise.

The authorized capital of a state or municipal enterprise may not be reduced if, as a result of such reduction, its size becomes less than the minimum amount of the authorized capital determined in accordance with this Federal Law.

2. If at the end of the financial year the value of the net assets of a state or municipal enterprise turns out to be less than the size of its authorized capital, the owner of the property of such an enterprise is obliged to take a decision to reduce the size of the authorized fund of the state or municipal enterprise to an amount not exceeding the value of its net assets, and register these changes in accordance with the procedure established by this Federal Law.

If, at the end of the financial year, the value of the net assets of a state or municipal enterprise turns out to be less than the minimum amount of the authorized capital established by this Federal Law as of the date of state registration of such an enterprise, and within three months the value of net assets is not restored to the minimum amount of the authorized capital, the owner of the property state or municipal enterprise must decide on the liquidation or reorganization of such an enterprise.

The net asset value of a state or municipal enterprise is determined on the basis of financial statements in the manner prescribed by regulatory legal acts of the Russian Federation.

3. If, in the cases provided for by this article, the owner of the property of a state or municipal enterprise, within six calendar months after the end of the financial year, does not make a decision to reduce the statutory fund, to restore the amount of net assets to the minimum amount of the statutory fund, to liquidate or reorganize the state or municipal enterprise, creditors have the right to demand from the state or municipal enterprise the termination or early performance of obligations and compensation for the losses caused to them.

4. Within thirty days from the date of the decision to reduce its authorized capital, a state or municipal enterprise is obliged to writing notify all creditors known to him about the reduction of his authorized capital and about its new size, as well as publish in the press, which publishes data on state registration of legal entities, a message about the decision taken. At the same time, creditors of a state or municipal enterprise shall have the right, within thirty days from the date of sending them a notice of the decision taken, or within thirty days from the date of publication of the said notice, to demand the termination or early fulfillment of the obligations of the state or municipal enterprise and compensation for their losses.

State registration of a reduction in the authorized capital of a state or municipal enterprise shall be carried out only upon presentation by such an enterprise of evidence of notification of creditors about this in the manner established by this paragraph.

Article 16. Reserve fund and other funds of a unitary enterprise

1. A unitary enterprise, at the expense of the net profit remaining at its disposal, creates a reserve fund in the manner and in the amount provided for by the charter of the unitary enterprise.
The resources of the reserve fund are used exclusively to cover the losses of the unitary enterprise.

2. A unitary enterprise, at the expense of net profit, also creates other funds in accordance with their list and in the manner prescribed by the charter of a unitary enterprise.

Funds credited to such funds may be used by a unitary enterprise only for the purposes determined by federal laws, other regulatory legal acts and the charter of a unitary enterprise.

Article 17

1. The owner of the property of a state or municipal enterprise shall have the right to receive part of the profit from the use of property under the economic management of such an enterprise.

2. A state or municipal enterprise annually transfers to the appropriate budget a part of the profit remaining at its disposal after paying taxes and other obligatory payments, in the manner, in the amount and within the time limits determined by the Government of the Russian Federation, authorized state authorities of the constituent entities of the Russian Federation or bodies local government.

3. The procedure for distributing the income of a state-owned enterprise is determined by the Government of the Russian Federation, authorized state authorities of the constituent entities of the Russian Federation or local self-government bodies.

Article 18. Disposal of the property of a state or municipal enterprise

1. A state or municipal enterprise disposes of movable property belonging to it under the right of economic management independently, except for the cases established by this Federal Law, other federal laws and other regulatory legal acts.

2. A state or municipal enterprise is not entitled to sell the real estate, lease it, give it as a pledge, contribute as a contribution to the authorized (share) capital of a business company or partnership, or otherwise dispose of such property without the consent of the owner of the property of a state or municipal enterprise.

3. A state or municipal enterprise disposes of movable and immovable property only to the extent that does not deprive it of the opportunity to carry out activities, goals, objects, the types of which are determined by the charter of such an enterprise. Transactions made by a state or municipal enterprise in violation of this requirement are void.

4. A state or municipal enterprise is not entitled, without the consent of the owner, to make transactions related to the provision of loans, guarantees, receipt of bank guarantees, with other encumbrances, assignment of claims, transfer of debt, as well as to conclude simple partnership agreements.

The charter of a state or municipal enterprise may provide for the types and (or) size of other transactions, the conclusion of which cannot be carried out without the consent of the owner of the property of such an enterprise.

Article 19

1. A federal state enterprise shall have the right to alienate or otherwise dispose of its property only with the consent of the Government of the Russian Federation or the federal executive body authorized by it.

A state-owned enterprise of a constituent entity of the Russian Federation shall have the right to alienate or otherwise dispose of its property only with the consent of the authorized body of state power of the constituent entity of the Russian Federation.

A municipal state-owned enterprise has the right to alienate or otherwise dispose of its property only with the consent of the authorized body of local self-government.

The charter of a state-owned enterprise may provide for the types and (or) size of other transactions, the conclusion of which cannot be carried out without the consent of the owner of the property of such an enterprise.

A state-owned enterprise independently sells its products (works, services), unless otherwise established by federal laws or other regulatory legal acts of the Russian Federation.

2. A state-owned enterprise has the right to dispose of its property, including with the consent of the owner of such property, only to the extent that does not deprive him of the opportunity to carry out activities, the subject and goals of which are determined by the charter of such an enterprise. The activity of a state-owned enterprise is carried out in accordance with the estimate of income and expenses, approved by the owner of the property of a state-owned enterprise.

Chapter IV. Unitary enterprise management

Article 20. Rights of the owner of the property of a unitary enterprise

1. The owner of the property of a unitary enterprise in relation to the said enterprise:

1) makes a decision on the establishment of a unitary enterprise;

2) determines the goals, subject, types of activities of the unitary enterprise, and also gives consent to the participation of the unitary enterprise in associations and other unions of commercial organizations;

3) determine the procedure for compiling, approving and establishing indicators for plans (programs) for the financial and economic activities of a unitary enterprise;

4) approve the charter of the unitary enterprise, amend it, including approve the new version of the charter of the unitary enterprise;

5) decide on the reorganization or liquidation of a unitary enterprise in the manner prescribed by law, appoint a liquidation commission and approve the liquidation balance sheets of the unitary enterprise;

6) form the authorized fund of the state or municipal enterprise;

7) appoints the head of a unitary enterprise, concludes, amends and terminates an employment contract with him in accordance with labor legislation and other normative legal acts containing labor law norms;

8) coordinates the hiring of the chief accountant of the unitary enterprise, the conclusion with him, the change and termination of the employment contract;

9) approve the accounting statements and reports of the unitary enterprise;

10) gives consent to the disposal of immovable property, and in cases established by federal laws, other regulatory legal acts or the charter of a unitary enterprise, to the conclusion of other transactions;

11) exercise control over the intended use and safety of the property belonging to the unitary enterprise;

12) approves indicators economic efficiency activities of a unitary enterprise and controls their implementation;

13) gives consent to the creation of branches and the opening of representative offices of a unitary enterprise;

14) gives consent to the participation of a unitary enterprise in other legal entities;

15) gives consent in the cases provided for by this Federal Law to the conclusion of major transactions, transactions in which there is an interest, and other transactions;

16) makes decisions on conducting audits, approves the auditor and determines the amount of payment for his services;

17) has other rights and bears other obligations determined by the legislation of the Russian Federation.

2. The owner of the property of a state-owned enterprise, in addition to the powers specified in paragraph 1 of this article, has the right to:

withdraw from the state-owned enterprise excess, unused or misused property;

bring to the state enterprise binding orders for the supply of goods, performance of work, provision of services for state or municipal needs;

approve the estimate of income and expenses of the state-owned enterprise.

3. The owner of the property of a unitary enterprise shall have the right to apply to the court with claims for the recognition of a voidable transaction with the property of a unitary enterprise as invalid, as well as with a demand to apply the consequences of the invalidity of a void transaction in cases established by the Civil Code of the Russian Federation and this Federal Law.

4. The owner of the property of a unitary enterprise has the right to claim the property of a unitary enterprise from someone else's illegal possession.

5. The powers of the owner of the property of a federal state enterprise to create, reorganize and liquidate a federal state enterprise, approve the charter and make changes to the charter of such an enterprise shall be exercised by the Government of the Russian Federation.

Other powers of the owner of the property of a federal state-owned enterprise are exercised by the Government of the Russian Federation or authorized federal executive bodies.

The powers of the owner of the property of a unitary enterprise whose property is owned by the Russian Federation cannot be transferred by the Russian Federation to a subject of the Russian Federation or to a municipal formation.

The powers of the owner of the property of a unitary enterprise whose property is owned by a subject of the Russian Federation cannot be transferred by the subject of the Russian Federation of the Russian Federation, to another subject of the Russian Federation or to a municipal formation.

The powers of the owner of the property of a unitary enterprise whose property is owned by a municipal formation cannot be transferred by the municipal formation of the Russian Federation, to a subject of the Russian Federation or to another municipal formation.

Article 21. Head of a unitary enterprise

1. The head of a unitary enterprise (director, general director) is the sole executive body of a unitary enterprise. The head of a unitary enterprise is appointed by the owner of the property of the unitary enterprise. The head of a unitary enterprise is accountable to the owner of the property of the unitary enterprise.

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

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

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

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

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

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

Article 22

1. A transaction in which there is an interest of the head of a unitary enterprise cannot be made by a unitary enterprise without the consent of the owner of the property of a unitary enterprise.

The head of a unitary enterprise is recognized as interested in the transaction by the unitary enterprise in cases where he, his spouse, parents, children, brothers, sisters and (or) their affiliates, recognized as such in accordance with the legislation of the Russian Federation:

are a party to the transaction or act in the interests of third parties in their relations with the unitary enterprise;

own (each individually or in aggregate) twenty or more percent of shares (shares, shares) of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with a unitary enterprise;

hold positions in the management bodies of a legal entity that is a party to a transaction or acts in the interests of third parties in their relations with a unitary enterprise;

in other cases determined by the charter of the unitary enterprise.

2. The head of a unitary enterprise must bring to the attention of the owner of the property of a unitary enterprise the following information:

about legal entities in which he, his spouse, parents, children, brothers, sisters and (or) their affiliates, recognized as such in accordance with the legislation of the Russian Federation, own twenty or more percent of the shares (interests, shares) in the aggregate;

about legal entities in which he, his spouse, parents, children, brothers, sisters and (or) their affiliates, recognized as such in accordance with the legislation of the Russian Federation, hold positions in management bodies;

about the ongoing or proposed transactions known to him, in the commission of which he may be recognized as interested.

3. A transaction in which there is an interest of the head of a unitary enterprise and which was made in violation of the requirements provided for by this article may be declared invalid at the suit of the unitary enterprise or the owner of the property of the unitary enterprise.

Article 23. Major transaction

1. A major transaction is a transaction or several interconnected transactions related to the acquisition, alienation or the possibility of alienation by a unitary enterprise, directly or indirectly, of property, the value of which is more than ten percent of the authorized capital of a unitary enterprise or more than 50 thousand times exceeds the minimum amount of payment established by federal law. labor.

2. For the purposes of this article, the value of the property alienated by a unitary enterprise as a result of big deal property is determined on the basis of data accounting, and the value of the property acquired by the unitary enterprise - on the basis of the offer price of such property.

3. The decision to conclude a major transaction is made with the consent of the owner of the property of the unitary enterprise.

Article 24. Borrowings by a unitary enterprise

1. Borrowings by a unitary enterprise may be carried out in the form of:

loans under agreements with credit institutions;

budget loans granted on the terms and within the limits provided for by the budgetary legislation of the Russian Federation.

A state or municipal enterprise is also entitled to borrow by placing bonds or issuing bills of exchange.

2. A unitary enterprise has the right to borrow only upon agreement with the owner of the property of the unitary enterprise on the volume and directions of use of the funds raised. The procedure for the implementation of borrowings by unitary enterprises is determined by the Government of the Russian Federation, state authorities of the constituent entities of the Russian Federation or local governments.

Article 25. Responsibility of the head of a unitary enterprise

1. The head of a unitary enterprise, when exercising his rights and performing his duties, must act in the interests of the unitary enterprise in good faith and reasonably.

2. The head of a unitary enterprise shall, in accordance with the procedure established by law, be liable for losses caused to the unitary enterprise by his guilty actions (inaction), including in the event of loss of property of the unitary enterprise.

3. The owner of the property of a unitary enterprise has the right to file a claim for compensation for losses caused to the unitary enterprise against the head of the unitary enterprise.

Article 26. Control over the activities of a unitary enterprise

1. Accounting statements of a unitary enterprise, in cases determined by the owner of the property of a unitary enterprise, are subject to mandatory annual audit by an independent auditor.

2. Control over the activities of a unitary enterprise is carried out by the body exercising the powers of the owner and other authorized bodies.

3. At the end of the reporting period, the unitary enterprise shall submit to the authorized bodies of state power of the Russian Federation, bodies of state power of a subject of the Russian Federation or bodies of local self-government accounting statements and other documents, the list of which is determined by the Government of the Russian Federation, executive bodies of the subjects of the Russian Federation or bodies of local self-government.

Article 27. Public reporting of a unitary enterprise

A unitary enterprise is obliged to publish reports on its activities in cases stipulated by federal laws or other regulatory legal acts of the Russian Federation.

Article 28. Storage of documents of a unitary enterprise

1. A unitary enterprise is obliged to keep the following documents:

constituent documents of a unitary enterprise, as well as changes and additions made to the constituent documents of a unitary enterprise and registered in the prescribed manner;

decisions of the owner of the property of a unitary enterprise on the establishment of a unitary enterprise and on approval of the list of property transferred to the unitary enterprise for economic management or operational management, on the monetary value of the authorized fund of a state or municipal enterprise, as well as other decisions related to the creation of a unitary enterprise;

a document confirming the state registration of a unitary enterprise;

documents confirming the rights of a unitary enterprise to property on its balance sheet;

internal documents of a unitary enterprise;

regulations on branches and representative offices of a unitary enterprise;

decisions of the owner of the property of a unitary enterprise relating to the activities of a unitary enterprise;

lists of affiliated persons of the unitary enterprise;

audit reports, reports of state or municipal financial control bodies;

other documents provided for by federal laws and other regulatory legal acts, the charter of a unitary enterprise, internal documents unitary enterprise, decisions of the owner of the property of the unitary enterprise and the head of the unitary enterprise.

2. A unitary enterprise shall store the documents provided for by paragraph 1 of this article at the location of its head or in another place determined by the charter of the unitary enterprise.

3. Upon liquidation of a unitary enterprise, the documents provided for by paragraph 1 of this article shall be transferred for storage to the state archive in the manner established by the legislation of the Russian Federation.

Chapter V. Reorganization and liquidation of unitary enterprises

Article 29. Reorganization of a unitary enterprise

1. A unitary enterprise may be reorganized by decision of the owner of its property in the manner prescribed by the Civil Code of the Russian Federation, this Federal Law and other federal laws.

In the cases established by the Federal Law, the reorganization of a unitary enterprise in the form of its division or the separation of one or more unitary enterprises from its composition is carried out on the basis of a decision of an authorized state body or a court decision.

2. The reorganization of a unitary enterprise may be carried out in the form of:

merger of two or more unitary enterprises;

accession to the unitary enterprise of one or several unitary enterprises;

division of a unitary enterprise into two or more unitary enterprises;

separation from a unitary enterprise of one or more unitary enterprises;

transformation of a unitary enterprise into a legal entity of a different organizational and legal form in the cases provided for by this Federal Law or other federal laws.

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

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

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

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

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

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

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

When a unitary enterprise is reorganized in the form of a merger with another unitary enterprise, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the merged unitary enterprise.

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

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

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

Article 30. Merger of unitary enterprises

1. The merger of unitary enterprises is the creation of a new unitary enterprise with the transfer to it of the rights and obligations of two or more unitary enterprises and the termination of the latter.

2. The owner of the property of a unitary enterprise shall make decisions on the approval of the deed of transfer, the charter of the newly established unitary enterprise and on the appointment of its head.

3. In the event of a merger of unitary enterprises, the rights and obligations of each of them shall be transferred to the newly established unitary enterprise in accordance with the deed of transfer.

Article 31

1. Termination of one or several unitary enterprises with the transfer of their rights and obligations to the unitary enterprise to which the merger is carried out is recognized as joining a unitary enterprise.

2. The owner of the property of a unitary enterprise makes decisions on approving the deed of transfer, on introducing amendments and additions to the charter of the unitary enterprise to which the affiliation is carried out, and, if necessary, on appointing the head of this unitary enterprise.

3. When one or more unitary enterprises are merged with another unitary enterprise, the rights and obligations of the merged unitary enterprises are transferred to the latter in accordance with the deed of transfer.

Article 32. Division of a unitary enterprise

1. The division of a unitary enterprise is the termination of a unitary enterprise with the transfer of its rights and obligations to newly created unitary enterprises.

2. The owner of the property of a unitary enterprise makes decisions on approving the separation balance sheet, charters of newly created unitary enterprises and on appointing their heads.

3. When a unitary enterprise is divided, its rights and obligations are transferred to the newly created unitary enterprises in accordance with the separation balance sheet.

Article 33. Separation from a unitary enterprise

1. Separation from a unitary enterprise is the creation of one or several unitary enterprises with the transfer to each of them of a part of the rights and obligations of the reorganized unitary enterprise without termination of the latter.

2. The owner of the property of a unitary enterprise makes decisions on approving the separation balance sheet, charters of newly created unitary enterprises and on appointing their heads, as well as on introducing amendments and additions to the charter of the reorganized unitary enterprise and, if necessary, on appointing its head.

3. When one or several unitary enterprises are separated from a unitary enterprise, a part of the rights and obligations of the reorganized unitary enterprise is transferred to each of them in accordance with the separation balance sheet.

Article 34. Transformation of a unitary enterprise

A unitary enterprise may be transformed by decision of the owner of its property into a state or municipal institution. The transformation of a unitary enterprise into organizations of a different organizational and legal form is carried out in accordance with the legislation on privatization.

Article 35. Liquidation of a unitary enterprise

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

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

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

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

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

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

6. The procedure for the liquidation of a unitary enterprise is determined by the Civil Code of the Russian Federation, this Federal Law and other regulatory legal acts.

Chapter VI. Final and transitional provisions

Article 36

This Federal Law shall enter into force on the day of its official publication.

Article 37. Transitional provisions

1. Until laws and other regulatory legal acts in force on the territory of the Russian Federation are brought into line with this Federal Law, laws and other legal acts shall apply insofar as they do not contradict this Federal Law.

The charters of unitary enterprises from the date of entry into force of this Federal Law shall be applied to the extent that does not contradict this Federal Law.

2. The charters of unitary enterprises shall be brought into line with the norms of this Federal Law before July 1, 2003.

3. Subsidiaries created by unitary enterprises prior to the entry into force of this Federal Law are subject to reorganization in the form of merger with the unitary enterprises that created them within six months from the date of entry into force of this Federal Law.

Article 38

1. To introduce the following amendments and additions into the first part of the Civil Code of the Russian Federation (Collected Legislation of the Russian Federation, 1994, N 32, Art. 3301; 2002, N 12, Art. 1093):

in the third paragraph of paragraph 2 of Article 48 the words "including subsidiaries," shall be deleted;

the second sentence of paragraph 1 of Article 54 shall be amended as follows: "The names of non-commercial organizations, and in cases provided for by law, the names of commercial organizations must contain an indication of the nature of the activities of the legal entity.";

Paragraph two of paragraph 1 of Article 113 shall be supplemented with the words "except for state-owned enterprises";

in article 114:

Paragraph 4 shall be amended as follows:

"4. The procedure for the formation of the statutory fund of an enterprise based on the right of economic management is determined by the law on state and municipal unitary enterprises.";

Article 115 shall be stated in the following wording:

"Article 115. Unitary enterprise based on the right of operational management

1. In the cases and in the manner provided for by the law on state and municipal unitary enterprises, a unitary enterprise on the basis of state or municipal property may be created on the basis of the right of operational management (state enterprise).

2. The founding document of a state-owned enterprise is its charter, approved by the authorized state body or local self-government body.

3. The trade name of a unitary enterprise based on the right of operational management must contain an indication that such an enterprise is a state enterprise.

4. The rights of a state-owned enterprise to the property assigned to it are determined in accordance with Articles 296 and 297 of this Code and the law on state and municipal unitary enterprises.

5. The owner of the property of a state-owned enterprise shall bear subsidiary liability for the obligations of such an enterprise if its property is insufficient.

6. A state-owned enterprise may be reorganized or liquidated in accordance with the law on state and municipal unitary enterprises.";

Clause 1 of Article 300 after the words "the right of economic management" shall be supplemented with the words "or the right of operational management".

2. The President of the Russian Federation and the Government of the Russian Federation shall bring their regulatory legal acts in line with this Federal Law.

The president
Russian Federation
V. Putin

unitary enterprise

Unitary enterprise- a special organizational and legal form of a legal entity. A commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property is indivisible and is not distributed among deposits (shares, shares), incl. between employees of the enterprise. In addition to the information specified in paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, the legal status of state and municipal unitary enterprises is determined by the Civil Code and the law on state and municipal enterprises.

Russian Federation

In the Russian Federation, the main law regulating the activities of unitary enterprises is the Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises”.

Unitary enterprises can be of three types:

1. Federal State Unitary Enterprise - FSUE
2. State unitary enterprise - SUE (subject of the federation)
3. Municipal unitary enterprise - MUP (Municipal entity)

The founding document of a unitary enterprise is the charter.

A unitary enterprise is not entitled to create another unitary enterprise as a legal entity by transferring a part of its property (subsidiary enterprise) to it. This restriction was introduced by Federal Law No. 161-FZ of November 14, 2002, while earlier Russian legislation allowed unitary enterprises based on the right of economic management to create subsidiary unitary enterprises. With the adoption of this law, the existing subsidiaries unitary enterprises were subject to joining the enterprises that founded them within six months, that is, until June 3, 2003.

Unitary enterprises are obliged, in cases determined by the owner of the property, to conduct an annual mandatory audit. At the same time, an agreement for a mandatory audit of the reporting of unitary enterprises must be concluded following the results of placing an order by bidding in the form open competition, in the manner prescribed by the Federal Law of July 21, 2005 No. 94-FZ "On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs."

Typically, unitary enterprises are regarded as less transparent than joint-stock companies, since in the latter the law establishes corporate governance procedures. However, the advantage of unitary enterprises is that the property remains in state (municipal) ownership.

Unlike joint-stock companies and other commercial organizations, unitary enterprises are required to disclose information about their purchases on the official websites of the level of their subordination. For FSUE - on the official website public procurement of the Russian Federation (federal state order), for SUEs on the regional procurement websites and for MUEs on the official websites of municipalities or, in their absence, on the official procurement websites of the regions.

Since, in accordance with paragraph 2 of Art. 50 and Art. 113 of the Civil Code of the Russian Federation, unitary enterprises are commercial legal entities, their activities are aimed at making a profit in favor of the owner of the property - the state or municipality, as well as to cover their own expenses. In addition, of course, the purpose of the activity is not to make a profit, but to satisfy the public interests of the state, to ensure state needs.

At the same time, depending on the method of securing property, two types of unitary enterprises are distinguished (clause 2 of article 113 of the Civil Code of the Russian Federation):

• unitary enterprises based on the right of economic management (Article 114 of the Civil Code of the Russian Federation);
• unitary enterprises based on the right of operational management (state-owned enterprises) (Article 115 of the Civil Code of the Russian Federation).

CIS

In most CIS countries, there are also private unitary enterprises that are not endowed with the right of ownership of the property assigned to them. The property is indivisible and cannot be distributed among deposits, shares, shares, shares and is the common joint property of its members, individuals, one individual or one legal entity. These include peasant (farm) households, individual, family and subsidiaries. In the Russian Federation as independent organizations, with the exception of subsidiaries, such are not recognized, and the heads of such organizations are individual entrepreneurs, which creates property and organizational difficulties for individual entrepreneur(actually companies). For example, there is no right of private ownership of an enterprise as a property complex, since an enterprise involves additional economic relations, which is not the case with individual entrepreneurship, there is no clear regulation on the position of members in an enterprise, the distribution of profits and responsibilities between them, and many other aspects.

Examples

• Federal State Unitary Enterprise Arsenal Design Bureau named after M.V. Frunze »
• Federal State Unitary Enterprise Space Communications
• FSUE "NPP VNIIEM"
• Federal State Unitary Enterprise "SPC Gas Turbine Engineering Salyut"
• Federal State Unitary Enterprise Russian Post
• Federal State Unitary Enterprise "Russian Television and Radio Broadcasting Network"
• FSUE ""
• Federal State Unitary Enterprise "Housing and Communal Administration of the Russian Academy of Sciences"

see also

Notes

Links

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See what "Unitary Enterprise" is in other dictionaries:

See Enterprise unitary Dictionary business terms. Akademik.ru. 2001 ... Glossary of business terms

unitary enterprise- (English Unitarian / unitary enterprise) in the civil law of the Russian Federation, a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner ... Encyclopedia of Law

Law Dictionary

unitary enterprise- (unitary enterprise) a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner (state, municipality): it belongs to it on the basis of the right of economic management or operational management. AT… … Economic and Mathematical Dictionary

unitary enterprise- A commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner (state, municipality): it belongs to it on the basis of the right of economic management or operational management. In the form of unitary ... ... Technical Translator's Handbook

UNITARY ENTERPRISE- according to the civil legislation of the Russian Federation, a commercial organization that is not endowed with the right of ownership of the property assigned to it. Property U.p. is indivisible and cannot be distributed among deposits (shares, shares), incl. between workers... Legal Encyclopedia

UNITARY ENTERPRISE- in accordance with Art. 46 Civil Code of a unitary enterprise is one of the forms of commercial organizations in which legal entities. According to Art. 113 of the Civil Code, a unitary enterprise is a commercial organization that does not ... ... Legal Dictionary of Modern Civil Law

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between ... ... Administrative law. Dictionary-reference

unitary enterprise- A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, ... ... Vocabulary: accounting, taxes, business law

unitary enterprise- according to the civil legislation of the Russian Federation, a commercial organization that is not endowed with the right of ownership of the property assigned to it. In the form of U.p. only state and municipal enterprises can be created. Property U.p. located… … Big Law Dictionary

unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by its owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

Only state and municipal enterprises can be created in this form; their property is respectively in state or municipal ownership. It may belong to a unitary enterprise on the right of economic management or operational management (only for state enterprises).

The only constituent document of a unitary enterprise is the charter approved by its founder. In addition to information about the name of the enterprise, its location, size, procedure and sources for the formation of the statutory fund, the charter of a unitary enterprise must contain information about the subject and goals of its activities.

The brand name of a unitary enterprise should reflect the owner of its property, for example, “Federal State Enterprise”, “Regional State Enterprise”, “Municipal Enterprise”. The management of such an enterprise is carried out by the sole head (director), appointed by the owner of the property or a body authorized by him and accountable only to him (and not to the general meeting of the collective).

A unitary enterprise is liable for its obligations with all its property and is not liable for the founder's (owner's) debts.

Depending on what rights the founder provides, unitary enterprises are divided into two categories:

based on the right of economic management;

based on the right of operational management.

The right of economic management - this is the right of a state or municipal enterprise to own, use and dispose of the owner's property within the limits established by law or other legal acts. The owner of property under economic management determines the subject and goals of the enterprise, resolves issues of its reorganization and liquidation, appoints a director (manager), exercises control over the intended use and safety of the property belonging to the enterprise. The owner has the right to receive a part of the profit from the use of property under the economic management of the enterprise.

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

The right of operational management- this is the right of a state-owned enterprise to own, use and dispose of the property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

The owner of property assigned to a state-owned enterprise has the right to withdraw excess, unused or misused property and dispose of it at his own discretion.

The right of economic management is obviously wider than the right of operational management, and the corresponding enterprises have greater independence.

The owner of a unitary enterprise based on the right of economic management is not liable for the obligations of the enterprise, except in cases where the founder himself is to blame for the bankruptcy of the enterprise. If the property of a unitary enterprise based on the right of operational management is insufficient, the Russian Federation shall bear subsidiary liability for its obligations. Such a unitary enterprise, in principle, cannot become bankrupt.

Unitary enterprise based on the right of economic management, created by decision of the authorized state body or local self-government body.

The size of the authorized capital of such an enterprise cannot be less than the amount determined by the law on state and municipal enterprises. However, such a law has not yet been adopted, and in its absence, the Regulations on the procedure for state registration of entities remain in force. entrepreneurial activity. In accordance with it, the size of the authorized capital of a state or municipal enterprise should not be less than 1,000 minimum wages on the date of submission of the enterprise's charter for registration.

The authorized capital of an enterprise based on the right of economic management must be fully paid by the owner before the moment of registration.

If at the end of the financial year the value of the enterprise's net assets turns out to be less than the size of the statutory fund, the body authorized to create such an enterprise is obliged to reduce the statutory fund in accordance with the established procedure. If the value of net assets becomes less than the amount determined by law, the enterprise may be liquidated by a court decision.

If a decision is made to reduce the authorized capital, the enterprise is obliged to notify its creditors in writing. The creditor has the right to demand termination or early performance of obligations by the debtor and compensation for losses.

AT agriculture unitary enterprises on the right of economic management include experimental production farms, scientific production, educational and experimental, breeding and seed farms, greenhouse complexes and other agricultural enterprises that are not subject to privatization and division by decision of the Government of the Russian Federation and constituent entities of the Russian Federation, as well as enterprises, established by local governments. municipal enterprises, as a rule, are located in suburban areas and are mainly engaged in the production of perishable products (milk, vegetables, potatoes, etc.).

In practice, such an organizational and legal form of management as state farms continues to exist, although it is not provided for in the Civil Code of the Russian Federation. State farms before the reorganization were state enterprises that carried out their activities on the basis of state ownership of the means of production and carried out state plans and orders. However, modern state farms are not state enterprises and operate on the basis of private property. The land in them is divided between workers into land shares, and property - into property shares. State farms do not rule out the possibility of a worker leaving with his land share and property share for the organization of a peasant (farm) economy. In essence, the surviving state farms are societies with limited liability or agricultural production cooperatives, and in the future, obviously, will be transformed into these forms of management.

Unitary enterprise based on the right of operational management(federal state enterprise) may be formed by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. Such commercial organizations act as industrial enterprises - not owners on behalf of the state as a whole and in its interests.

The founding document of a state-owned enterprise is the charter approved by the Government of the Russian Federation. The trade name of an enterprise based on the right of operational management must contain an indication that the enterprise is state-owned.

A state-owned enterprise, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, exercises the rights of possession, use and disposal of it. Alienate or otherwise dispose of assigned to

a state-owned enterprise can own it only with the consent of the owner; the distribution of income is also determined by the owner. At the same time, the state-owned enterprise was granted the right to independently sell its products. It can be reorganized or liquidated by decision of the Government of the Russian Federation.

Thus, unitary enterprises in comparison with other commercial organizations have the following features:

are not endowed with the right of ownership to the property assigned to them (the founder remains the owner of the property);

the property of a unitary enterprise is indivisible and under no circumstances can be distributed among shares and shares, including among employees of a unitary enterprise;

property liability remains with the founder, and the unitary enterprise receives only limited rights in rem (economic management or operational management);

at the head of a unitary enterprise is a single manager (director), who is appointed by the owner or a body authorized by him and is accountable only to him.