Civil Code of the Russian Federation (Civil Code of the Russian Federation). Civil Code of the Russian Federation (Civil Code of the Russian Federation) Article 50 of the Civil Code of the Russian Federation with comments

1. Legal entities may be organizations that pursue profit-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the profits between participants (non-profit organizations).

2. Legal entities that are commercial organizations, can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

3. Legal entities that are non-profit organizations, can be created in organizational and legal forms:

1) consumer cooperatives, which include, among other things, housing, housing-construction and garage cooperatives, gardening, vegetable gardening and summer cottages consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;

2) public organizations, which include, among other things, political parties and trade unions (trade union organizations), public initiative bodies, territorial public self-governments created as legal entities;

2.1) social movements;

3) associations (unions), which include non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry;

4) partnerships of real estate owners, which include, among other things, partnerships of homeowners;

5) Cossack societies included in the state register of Cossack societies in Russian Federation;

6) communities of indigenous peoples of the Russian Federation;

7) funds, which include public and charitable foundations;

8) institutions, which include government agencies (including state academies of sciences), municipal institutions and private (including public) institutions;

9) autonomous non-profit organizations;

10) religious organizations;

11) public companies;

12) bar associations;

13) legal entities (which are legal entities);

14) state corporations;

15) notary chambers.

4. Non-profit organizations may carry out income-generating activities, if this is provided for by their charters, only insofar as this serves the purposes for which they were created, and if this is consistent with such purposes.

5. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of government and private institutions, must have sufficient property to carry out the specified activities market value not less than the minimum size authorized capital provided for companies with limited liability(clause 1 of article 66.2).

6. The rules of this Code do not apply to relations in the implementation of their main activities by non-profit organizations, as well as to other relations with their participation that are not related to the subject of civil legislation (Article 2), unless otherwise provided by law or the charter of a non-profit organization.

Comments on Article 50 of the Civil Code of the Russian Federation

1. In accordance with the Civil Code of the Russian Federation, all legal entities can be created only in the organizational and legal form provided for by law. Depending on the main purpose of their activity, legal entities are divided into commercial and non-commercial.

The main purpose of a commercial organization is to generate profit and the possibility of distributing it among participants.

A non-profit organization is an organization that does not have profit as the main goal of its activities and does not distribute the profits received among participants (Clause 1, Article 2 of the Law on Non-Profit Organizations).

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, develop physical culture and sports, satisfy the spiritual and other non-material needs of citizens, protect the rights and legitimate interests of citizens and organizations, resolve disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

The Civil Code (clause 3 of Article 50) allows non-profit organizations to engage in entrepreneurial activities, provided that they serve the purposes for which the organization was created and correspond to them. Such activities are recognized as the profit-generating production of goods and services that meets the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business societies, as well as participation in limited partnerships as an investor.

The law (paragraph 2, paragraph 1, article 121 of the Civil Code of the Russian Federation) provides for the need to transform an association of commercial organizations (association or union) into a business partnership or company if, by decision of the participants, the association or union is entrusted with the management of entrepreneurial activity.

2. Paragraph 2 of the commented article contains an exhaustive list of commercial organizations. The law includes business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

3. The list of non-profit organizations contained in paragraph 3 of Art. 50 of the Civil Code of the Russian Federation, is not exhaustive. In addition to the consumer cooperatives, public or religious organizations (associations), institutions, funds, associations of legal entities (associations or unions) specified in it, the law may also provide for other organizational and legal forms of non-profit organizations. Thus, the Law on Non-Profit Organizations provides for the possibility of such legal entities as a non-profit partnership, an autonomous non-profit organization, a state non-profit corporation.

A non-profit partnership is a membership-based association of citizens and legal entities created by them to assist their members in achieving non-profit goals through entrepreneurial activities (clauses 1 and 2 of Article 8 of the Law on Non-Profit Organizations).

An autonomous non-profit organization is a non-membership organization created on the basis of property contributions of the founders to provide various services (including non-profit ones) and is the owner of its property (Clause 1 of Article 10 of the Law on Non-Profit Organizations).

A state corporation is a non-profit organization that does not have membership, established by the Russian Federation on the basis of a property contribution and created to carry out social, managerial or other socially useful functions. Feature state corporation(Article 7.1 of the Law on Non-Profit Organizations) is that it is created by a special federal law, which replaces all constituent documents, provided for in Art. 52 of the Civil Code of the Russian Federation.

In addition to the forms specified in the Law on Non-Profit Organizations, some organizational and legal forms of non-profit organizations are provided for by other laws of the Russian Federation.

In accordance with paragraph 1 of Art. 1 and paragraph 1 of Art. 3 of the Law on Chambers of Commerce and Industry in the Russian Federation, a chamber of commerce and industry is voluntary association on the basis of membership of commercial organizations and individual entrepreneurs, created by them with the aim of promoting the development of entrepreneurship, organizing interaction between entrepreneurs, as well as representing and protecting their interests.

Separate types of non-profit organizations are also the community of small-numbered peoples (Federal Law of July 20, 2000 “On the general principles of organizing communities of indigenous small-numbered peoples of the North, Siberia and the Far East of the Russian Federation” // SZ RF. 2000. N 30. Art. 3122; 2004. N 35. Art. 3607) and the association of employers (Federal Law of November 27, 2000 “On Associations of Employers” // Social Protection of the Russian Federation. 2000. N 48. Art. 4741).

4. In paragraph 4 of Art. 50 allows the creation of associations of commercial and (or) non-profit organizations in the form of associations and unions. Such associations by virtue of Art. 121 of the Civil Code of the Russian Federation are non-profit organizations.

1. Legal entities may be organizations that pursue profit-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the profits between participants (non-profit organizations).

2. Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

3. Legal entities that are non-profit organizations may be created in the following organizational and legal forms:

1) consumer cooperatives, which include, inter alia, housing, housing construction and garage cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;

2) public organizations, which include, among other things, political parties and trade unions (trade union organizations) created as legal entities, public amateur bodies, territorial public self-governments;

2.1) social movements;

3) associations (unions), which include, among other things, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry;

3) associations (unions), which include, among other things, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, commercial and industrial, notary and bar chambers;

4) partnerships of real estate owners, which include, among other things, partnerships of homeowners, horticultural or gardening non-profit partnerships;

5) Cossack societies included in the state register of Cossack societies in the Russian Federation;

6) communities of indigenous peoples of the Russian Federation;

7) funds, which include public and charitable foundations;

8) institutions, which include state institutions (including state academies of sciences), municipal institutions and private (including public) institutions;

9) autonomous non-profit organizations;

10) religious organizations;

11) public companies;

12) bar associations;

13) legal entities (which are legal entities);

14) state corporations;

15) notary chambers.

4. Non-profit organizations may carry out income-generating activities, if this is provided for by their charters, only insofar as this serves the purposes for which they were created, and if this is consistent with such purposes.

5. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state-owned and private institutions, must have property sufficient for the implementation of these activities with a market value of at least the minimum amount of authorized capital provided for limited liability companies (clause 1 of Article 66.2).

6. The rules of this Code do not apply to relations in the implementation of their main activities by non-profit organizations, as well as to other relations with their participation that are not related to the subject of civil legislation (), unless otherwise provided by law or the charter of a non-profit organization.

Commentary on Article 50 of the Civil Code of the Russian Federation

1. The commented article is devoted to commercial and non-profit organizations - the most important dichotomy of legal entities, directly related to the phenomenon of entrepreneurial activity, included in the subject of civil law regulation and referred to the jurisdiction of civil legislation (paragraph 3, paragraph 1, article 2 of the Civil Code). Based on the main purpose of their activities, all legal entities are divided into two groups: commercial organizations pursue, and non-profit organizations do not pursue profit-making as the main goal of their activities (Clause 1, Article 50). Since engaging in entrepreneurship is not the exclusive prerogative of commercial organizations (clause 1 of Article 50 speaks of the desire to make a profit only as the main goal of activity), non-profit organizations can also engage in entrepreneurship subject to the following number of conditions and restrictions: a) the desire of a non-profit organization making a profit should not turn into an end in itself (clause 1, article 50); b) the profit received by a non-profit organization should not be distributed among its participants, i.e. assigned by them (except for members of the consumer cooperative - clause 5 of Article 116 of the Civil Code); c) the implementation of entrepreneurial activities by a non-profit organization must correspond to the goals for which it was created, and also serve the achievement of these goals (paragraph 2, paragraph 3, article 50); d) finally, the possibility of a non-profit organization to conduct business activities should not be directly excluded by law.

2. In connection with the proposal in paragraph 1 of Art. 50 dichotomy of legal entities further in paragraph 2 and paragraph. 1 clause 3 lists the organizational and legal forms of commercial and non-profit organizations. In this case, it is no longer the classification method that is used, but the list method, and since the latter, not being based on a strict logical criterion (criteria), is more free and flexible, if necessary and as a result of changes in the law, the forms of legal entities can be subject to quantitative and qualitative dynamics. Thus, it is possible to reduce or increase the number of forms (by excluding some and adding others), as well as internal changes existing forms (the latter, in particular, happened in relation to unitary enterprises in connection with a change in the concept of state-owned enterprises and limited liability companies, which turned out to be more “remote” from business partnerships and closer to a joint-stock company).

The list of forms of commercial organizations is limited by the Civil Code (clause 2 of Article 50), therefore the emergence of new forms of commercial organizations is possible only if there is a corresponding change in the Civil Code. According to paragraph 2 of Art. 50 and taking into account paragraphs 2 and 3 of Art. 66 of the Civil Code, commercial organizations can be created only in the forms of: a) full and b) limited partnership (Articles 69 - 81, 82 - 86 of the Civil Code); c) limited and d) companies with additional liability (Articles 87 - 94, 95 of the Civil Code); e) joint stock company (Articles 96 - 104 of the Civil Code); f) production cooperative (Articles 107 - 112 of the Civil Code); g) a unitary enterprise (Articles 113 - 115 of the Civil Code). The features of each form are determined by the Civil Code and special laws (the only exceptions are business partnerships that do not have their own law). Since the imperative norm of paragraph 2 of Art. 50 clearly limits the principles of freedom of contract, autonomy of will and independence (clauses 1, 2, article 1, paragraph 1, clause 1, article 2, article 421 of the Civil Code), a commercial organization cannot be created in any other form (including by combining elements of different shapes).

That is why the existence of an individual (family) private enterprise known in the past is excluded, as well as a hypothetical joint-stock limited company (a joint-stock company with additional liability) - a symbiosis of a joint-stock company and a limited partnership (a company with additional liability). In turn, the form of a unitary enterprise cannot be used outside the state (municipal) form of ownership to ensure the interests of private business. Certain forms of commercial organizations are internally heterogeneous: joint stock companies can be open or closed (Article 97 of the Civil Code), and unitary enterprises - based on the right of economic management and operational management(Articles 114, 115 of the Civil Code). For the purposes of legal regulation, some forms are grouped together due to the presence of common features, for example, business companies (within the framework of which only the emergence of subsidiaries and dependent companies is possible - Articles 105, 106 of the Civil Code), business partnerships and societies (having a common part - Articles 66 - 68 of the Civil Code). It is precisely due to the similarity of individual forms and in order to avoid duplication of normative material that rules devoted to one form can sometimes, by virtue of a direct indication of the law, be applied to other forms (clause 2 of Article 82, clause 3 of Article 95 of the Civil Code).

3. The forms of non-profit organizations are not limited to the framework of the Civil Code (paragraph 1, paragraph 3, article 50) - they may also be provided for by other laws, different by industry. Non-profit organizations can be created in the form of consumer cooperatives, public or religious organizations (associations), funds, institutions, associations of legal entities (associations and unions) (see, respectively, Articles 116 - 118, 120, 121 of the Civil Code). There are also communities of indigenous peoples of the Russian Federation, state corporations, non-profit partnerships, autonomous non-profit organizations (according to Articles 6.1, 7.1, 8, 10 of the Law on Non-Profit Organizations).

Individual forms of non-profit organizations are internally heterogeneous; legal regulation varieties of the same form. Thus, an institution can be private or public (state or municipal); in turn, state and municipal institutions are budgetary or autonomous (clause 2 of article 120, clause 1 of article 298 of the Civil Code). However, the Law on Non-Profit Organizations does not apply to state and municipal institutions, unless otherwise established by federal law (Clause 5, Article 1), and therefore refers only to private institutions (Article 9). In turn, those state and municipal institutions that are autonomous are specifically regulated by the Law on autonomous institutions. Some forms of nonprofit organizations overlap. So, public associations(Article 117 of the Civil Code) can be created in the form of a public organization, social movement, public fund, public institution, a public initiative body, a political party (Articles 7 - 12, 12.2 of the Law on Public Associations).

4. Commercial and (or) non-profit organizations may unite into associations and unions (clause 4, article 50, article 121 of the Civil Code). The law regulates such associations, at least non-profit organizations, in different ways. Thus, an association of commercial organizations cannot conduct business independently and directly: to do this, it must transform into a business partnership (society) or participate in it (paragraph 2, paragraph 1, article 121 of the Civil Code). This rule does not apply to other associations - non-profit organizations (clause 2 of Article 121 of the Civil Code), as well as commercial organizations with non-profits: such associations have the right to engage in business independently and directly (without transformation or participation in commercial structure). Commercial organizations can be founders (participants) of non-profit organizations (Article 15 of the Law on Non-Profit Organizations), with exceptions provided by law (for example, they cannot participate in public and religious organizations (associations) and state corporations, the founders of which can only be citizens and Russian Federation respectively). Non-profit organizations can be founders (participants) of commercial organizations, with exceptions provided by law (for example, they cannot be general partners in business partnerships, and institutions can be participants in business companies and investors in limited partnerships with the permission of the owner, unless otherwise established by law - clause 4 of article 66 of the Civil Code). It is possible to transform commercial organizations into non-profit ones, and vice versa (clause 2 of article 104 of the Civil Code, article 34 of the Law on unitary enterprises, clauses 1, 2, 4 art. 17 of the Law on Non-Profit Organizations).

New edition of Art. 50 Civil Code of the Russian Federation

1. Legal entities may be organizations that pursue profit-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the profits between participants (non-profit organizations).

2. Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

3. Legal entities that are non-profit organizations may be created in the following organizational and legal forms:

1) consumer cooperatives, which include, inter alia, housing, housing construction and garage cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;

2) public organizations, which include, among other things, political parties and trade unions (trade union organizations) created as legal entities, public amateur bodies, territorial public self-governments;

2.1) social movements;

3) associations (unions), which include, among other things, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry;

4) partnerships of real estate owners, which include, among other things, partnerships of homeowners, horticultural or gardening non-profit partnerships;

5) Cossack societies included in the state register of Cossack societies in the Russian Federation;

6) communities of indigenous peoples of the Russian Federation;

7) funds, which include public and charitable foundations;

8) institutions, which include state institutions (including state academies of sciences), municipal institutions and private (including public) institutions;

9) autonomous non-profit organizations;

10) religious organizations;

11) public companies;

12) bar associations;

13) legal entities (which are legal entities);

14) state corporations;

15) notary chambers.

4. Non-profit organizations may carry out income-generating activities, if this is provided for by their charters, only insofar as this serves the purposes for which they were created, and if this is consistent with such purposes.

5. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state-owned and private institutions, must have property sufficient for the implementation of these activities with a market value of at least the minimum amount of authorized capital provided for limited liability companies (clause 1 of Article 66.2).

6. The rules of this Code do not apply to relations in the implementation of their main activities by non-profit organizations, as well as to other relations with their participation that are not related to the subject of civil legislation (Article 2), unless otherwise provided by law or the charter of a non-profit organization.

Commentary to Art. 50 Civil Code of the Russian Federation

Arbitrage practice.

When resolving disputes related to the establishment and registration of legal entities after December 7, 1994, it is necessary to be guided by Chapter 4 of the first part of the Code, bearing in mind that after this date, commercial organizations could be created only in the organizational and legal forms provided for by this chapter of the Code. The creation of legal entities that are commercial organizations after the official publication of part one of the Code in other organizational and legal forms is considered as a violation of the procedure for their formation established by law. Acts on registration of such legal entities must be declared invalid by force of law (Resolution of the Plenums of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated February 28, 1995 N 2/1).

The list of non-profit organizations is specified in the Civil Code in a non-exhaustive manner (an open list), which implies the possibility of establishing other organizational and legal forms of non-profit organizations in other federal laws.

Currently, federal laws additionally provide for, in particular, the following forms of non-profit organizations:

State corporation;

Non-commercial partnership;

Autonomous non-profit organization (Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations”);

Gardening, vegetable gardening or dacha non-profit partnership (Federal Law of April 15, 1998 N 66-FZ “On gardening, vegetable gardening and dacha non-profit associations of citizens”);

Homeowners Association (Housing Code of the Russian Federation dated December 29, 2004 N 188-FZ);

Association of Employers (Labor Code of the Russian Federation dated December 30, 2000 N 197-FZ);

Notary Chamber (Fundamentals of the legislation of the Russian Federation on notaries dated February 11, 1993 N 4462-1);

Chamber of Commerce and Industry (Federal Law of July 7, 1993 N 5340-1 “On Chambers of Commerce and Industry in the Russian Federation”).

It is necessary to note that the legislator does not exclude the possibility of non-profit organizations carrying out entrepreneurial activities, but presupposes a number of conditions for its implementation:

It should not be carried out as a main activity;

It must serve and comply with the goals for which the organization was created.

Another comment on Art. 50 of the Civil Code of the Russian Federation

1. In accordance with the Civil Code, all legal entities can be created only in the organizational and legal form provided by law. Depending on the main purpose of their activity, legal entities are divided into commercial and non-profit.

The main purpose of a commercial organization is to generate profit and the possibility of distributing it among participants.

A non-profit organization is an organization that does not have profit as the main goal of its activities and does not distribute the profits received among participants (Clause 1, Article 2 of the Law on Non-Profit Organizations).

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, develop physical culture and sports, satisfy the spiritual and other non-material needs of citizens, protect the rights and legitimate interests of citizens and organizations, resolve disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

The Civil Code (clause 3 of Article 50) allows non-profit organizations to engage in entrepreneurial activities, provided that they serve the purposes for which the organization was created and correspond to them. Such activities include the profit-generating production of goods and services that meets the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies, as well as participation in limited partnerships as an investor.

The law (paragraph 2, paragraph 1, article 121 of the Civil Code of the Russian Federation) provides for the need to transform an association of commercial organizations (association or union) into a business partnership or company if, by decision of the participants, the association or union is entrusted with conducting business activities.

2. Paragraph 2 of the commented article contains an exhaustive list of commercial organizations. The law includes business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

3. The list of non-profit organizations contained in paragraph 3 of Art. 50 Civil Code is not exhaustive. In addition to the consumer cooperatives, public or religious organizations (associations), institutions, funds, associations of legal entities (associations or unions) specified in it, the law may also provide for other organizational and legal forms of non-profit organizations. Thus, the Law on Non-Profit Organizations provides for the possibility of such legal entities as a non-profit partnership, an autonomous non-profit organization, a state non-profit corporation.

A non-profit partnership is a membership-based association of citizens and legal entities created by them to assist their members in achieving non-profit goals through entrepreneurial activities (clauses 1 and 2 of Article 8 of the Law on Non-Profit Organizations).

An autonomous non-profit organization is a non-membership organization created on the basis of property contributions of the founders to provide various services (including non-profit ones) and is the owner of its property (Clause 1 of Article 10 of the Law on Non-Profit Organizations).

A state corporation is a non-profit organization that does not have membership, established by the Russian Federation on the basis of a property contribution and created to carry out social, managerial or other socially useful functions. A special feature of a state corporation (Article 7.1 of the Law on Non-Profit Organizations) is that it is created by a special federal law, which replaces all constituent documents provided for in Art. 52 Civil Code.

In addition to the forms specified in the Law on Non-Profit Organizations, some organizational and legal forms of non-profit organizations are provided for by other laws of the Russian Federation.

In accordance with paragraph 1 of Art. 1 and paragraph 1 of Art. 3 of the Law on Chambers of Commerce and Industry in the Russian Federation, a chamber of commerce and industry is a voluntary association on the basis of membership of commercial organizations and individual entrepreneurs, created by them to promote the development of entrepreneurship, organize interaction between entrepreneurs, as well as represent and protect their interests.

Separate types of non-profit organizations are also the community of small-numbered peoples (Federal Law of July 20, 2000 “On the general principles of organizing communities of indigenous small-numbered peoples of the North, Siberia and the Far East of the Russian Federation” // SZ RF. 2000. N 30. Art. 3122; 2004. N 35. Art. 3607) and the association of employers (Federal Law of November 27, 2000 “On Associations of Employers” // Social Protection of the Russian Federation. 2000. N 48. Art. 4741).

4. In paragraph 4 of Art. 50 allows the creation of associations of commercial and (or) non-profit organizations in the form of associations and unions. Such associations by virtue of Art. 121 Civil Codes are non-profit organizations.

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Article 50. Commercial and non-profit organizations

1. Legal entities may be organizations that pursue profit-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the profits between participants (non-profit organizations).

2. Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

3. Legal entities that are non-profit organizations may be created in the following organizational and legal forms:

1) consumer cooperatives, which include, inter alia, housing, housing construction and garage cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;

2) public organizations, which include, among other things, political parties and trade unions (trade union organizations) created as legal entities, public amateur bodies, territorial public self-governments;

2.1) social movements;

3) associations (unions), which include, among other things, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry;

4) partnerships of real estate owners, which include, among other things, partnerships of homeowners, horticultural or gardening non-profit partnerships;

5) Cossack societies included in the state register of Cossack societies in the Russian Federation;

6) communities of indigenous peoples of the Russian Federation;

7) funds, which include public and charitable foundations;

8) institutions, which include state institutions (including state academies of sciences), municipal institutions and private (including public) institutions;

9) autonomous non-profit organizations;

10) religious organizations;

11) public companies;

12) bar associations;

13) legal entities (which are legal entities);

14) state corporations;

15) notary chambers.

4. Non-profit organizations may carry out income-generating activities, if this is provided for by their charters, only insofar as this serves the purposes for which they were created, and if this is consistent with such purposes.

5. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state-owned and private institutions, must have property sufficient for the implementation of these activities with a market value of at least the minimum amount of authorized capital provided for limited liability companies "(clause 1 of Article 66.2) ".

6. The rules of this Code do not apply to relations in the implementation by non-profit organizations of their main activities, as well as to other relations with their participation that are not related to the subject of civil legislation “(Article 2)”, unless otherwise provided by law or the charter of a non-profit organization.

Full text of Art. 50 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2019. Legal advice on Article 50 of the Civil Code of the Russian Federation.

1. Legal entities may be organizations that pursue profit-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the profits between participants (non-profit organizations).

2. Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

3. Legal entities that are non-profit organizations may be created in the following organizational and legal forms:
1) consumer cooperatives, which include, inter alia, housing, housing construction and garage cooperatives, horticultural, gardening and dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;
2) public organizations, which include, among other things, political parties and trade unions (trade union organizations) created as legal entities, public amateur bodies, territorial public self-governments;
2.1) social movements;
3) associations (unions), which include, inter alia, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry, and notary chambers;
4) partnerships of real estate owners, which include, among other things, partnerships of homeowners;
5) Cossack societies included in the state register of Cossack societies in the Russian Federation;
6) communities of indigenous peoples of the Russian Federation;
7) funds, which include public and charitable foundations;
8) institutions, which include state institutions (including state academies of sciences), municipal institutions and private (including public) institutions;
9) autonomous non-profit organizations;
10) religious organizations;
11) public companies;
12) bar associations;

13) legal entities (which are legal entities).

(Clause 3 as amended, entered into force on September 1, 2014 Federal law dated May 5, 2014 N 99-FZ.
4. Non-profit organizations may carry out income-generating activities, if this is provided for by their charters, only insofar as this serves the purposes for which they were created, and if this is consistent with such purposes.

5. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state-owned and private institutions, must have property sufficient for the implementation of these activities with a market value of at least the minimum amount of authorized capital provided for limited liability companies (clause 1 of Article 66.2).
6. The rules of this Code do not apply to relations in the implementation of their main activities by non-profit organizations, as well as to other relations with their participation that are not related to the subject of civil legislation (Article 2), unless otherwise provided by law or the charter of a non-profit organization.

Commentary on Article 50 of the Civil Code of the Russian Federation

1. Depending on the purposes of education and activity, legal entities are divided into commercial and non-profit organizations. For each of these types of legal entities, the Civil Code of the Russian Federation has established an exclusive list of organizational and legal forms.

The main features of commercial legal entity are:
- carrying out activities for the purpose of making a profit,
- distribution of net profit between the participants of the organization;
- can carry out almost any type of activity, including charitable, as well as a number of others.

2. Characteristic features of a non-profit legal entity:
- carries out those types of activities that do not entail making a profit, although they do not exclude it;
- has the right to engage in commercial activities solely to achieve the main purpose of its creation;
- the profit received is not distributed among the participants of the organization. Profit can be used exclusively to achieve the purpose for which the enterprise was created;
- absence of authorized capital or other property of the company itself, it represents a pool of contributions of members of the company;
- an organization can carry out commercial activities only if there is a special requirement in its charter, except for government and private institutions that are prohibited from carrying out commercial activities;
- availability of own property necessary for implementation commercial activities, not less than the established minimum amount of authorized capital - ten thousand rubles. Funds can be placed in cash, property, and also in the form of securities.

The changes made to the commented article allow not only to specify the characteristics of a commercial and non-commercial legal entity, but also determine an exclusive list of organizational and legal forms of such entities (both taking into account the forms regulated by the Civil Code of the Russian Federation and other special legislative acts).

Let us also draw attention to the fact that in the commented article, the concepts of “form” and “organizational and legal form”, which are similar in content, are substituted. In relation to legal entities, the current legislation determines precisely the organizational and legal form, i.e. form of organization and activity of a specific legal entity. The previously established concept of “form” was broader in content and more general in relation to the organization and activities of a legal entity. The changes made are aimed at eliminating contradictions between the provisions of the Civil Code of the Russian Federation and the requirements of special laws regulating legal status certain forms of legal entities.

It is also of fundamental importance to establish the conditions for carrying out commercial activities by non-profit organizations, which makes it possible to ensure the execution, including forced, of the claims of creditors of such entities, as well as to guarantee the protection of their rights and legitimate interests.

3. Applicable law:
- Housing complex of the Russian Federation;
- Federal Law dated December 3, 2011 N 380-FZ “On Business Partnerships”;
- Federal Law dated July 18, 2009 N 190-FZ “On Credit Cooperation”;
- Federal Law dated November 29, 2007 N 286-FZ “On Mutual Insurance”;
- Federal Law of November 3, 2006 N 174-FZ “On Autonomous Institutions”;
- Federal Law dated December 5, 2005 N 154-FZ "On public service Russian Cossacks";
- Federal Law dated June 11, 2003 N 74-FZ “On Peasant (Farm) Farming”;
- Federal Law of November 14, 2002 N 161-FZ “On State and Municipal Unitary Enterprises”;
- Federal Law of July 20, 2000 N 104-FZ “On the general principles of organizing communities of indigenous peoples of the North, Siberia and the Far East of the Russian Federation”;
- Federal Law dated 02/08/98 N 14-FZ “On Limited Liability Companies”;
- Federal Law of April 15, 1998 N 66-FZ “On horticultural, market gardening and dacha non-profit associations of citizens”;
- Federal Law of September 26, 1997 N 125-FZ “On freedom of conscience and religious associations”;
- Federal Law No. 41-FZ dated 05/08/96 “On Production Cooperatives”;
- Federal Law No. 7-FZ dated January 12, 1996 “On Non-Profit Organizations”;
- Federal Law dated May 19, 1995 N 82-FZ “On Public Associations”;
- Federal Law dated August 11, 1995 N 135-FZ “On charitable activities and charitable organizations”;
- Federal Law dated December 8, 1995 N 193-FZ “On Agricultural Cooperation”;
- Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies”;
- Law of the Russian Federation dated June 19, 1992 N 3085-I “On consumer cooperation (consumer societies, their unions) in the Russian Federation".

4. Judicial practice:
- Resolution of the Sixteenth Arbitration Court of Appeal dated July 2, 2014 in case No. A77-800/2012;
- Resolution of the Nineteenth Arbitration Court of Appeal dated June 25, 2014 in case No. A35-10374/2013;
- Resolution of the Eighteenth Arbitration Court of Appeal dated June 17, 2014 No. 18AP-5830/2014 in case No. A07-838/2014.

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