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25JURISPRUDENCE
ON THE ISSIUE OF FORMATION OF LIMITED LIABILITY COMPANY IN THE RUSSIAN
FEDERATION
Kurchinskaya-Grasso N.
International Law Scholar, Grasso Law Firm (Italy - Russia),
Abstract
The article deals with the issues of formation of a limited liability company as one of the types of business companies and the formation of its legislative consolidation in the Russian Federation.
Keywords: limited liability company, LLC, business, business partnerships, Russia, Russian Federation
The modern development of the Russian Federation provides for the creation of a competitive market economy. For optimal solution of this task, it is necessary to take into account both the world's traditions of legal regulation of business structures and their own historical experience. The study of the history of formation of domestic economic societies can be instructive and useful for modern economic and economic-legal thought of the Russian Federation. In the economic sphere of the Russian Federation, a limited liability company is one of the most common types of business companies.
Business companies occupy a significant place among the economic entities of our state, since the vast majority of corporate enterprises are created in the form of business companies in the Russian Federation. In world practice, business societies are referred to in different ways - as economic or commercial societies, companies, corporations, partnerships, and so on. For example, in England, societies are called primarily companies, in the United States - corporations or companies, in France-trading societies, in Russia and a number of other countries - business societies.
In the science of civil and economic law, the discussion on the problems of identifying the legal nature of business companies has continued for quite a long time and continues to this day, which can be explained by the complex legal nature of both internal relations in business partnerships and their external relations with the state, with participants and with other business entities.
The creation of the idea of a legal entity as an independent subject of civil law, an independent center of economic life is an undoubted merit of Roman law. It was only through him that this legal form entered the circulation of the new European law. But in Rome itself, this form of Union organization was developed slowly and throughout Roman history.
However, already in ancient times, various private corporations were known in Rome, in particular, unions of a religious nature, professional unions of various artisans. Such private corporations have already mentioned the laws of the XII tables. Such private corporations were created without the permission of the state, so that their activities did not contradict the existing law, and during the Republic there were already many of them, for example, corporations of
lower employees of magistrates, mutual aid corporations (funeral corporations). These corporations usually had a certain organization, some common property-a common Treasury, but the property was legally considered either as the property of all individual members in certain shares, or as the property of one of them - the one who was the Treasurer. However, the named corporations as a unit, as a separate legal entity, did not act, and third parties only dealt with their individual members.
During the second half of the Republic, many new units were created as part of the Roman Empire, and the right to internal self-government was recognized. These are urban communities and municipalities. The praetor, in his edict, recognized the right of the municipalities to sue and answer in court through their representatives-municipal magistrates or special representatives, who were appointed by decree of the municipal Senate. This recognized in principle the civil and procedural legal capacity of municipalities as special subjects of rights, an independent legal entity capable of holding rights on an equal basis with private individuals and defending them in ordinary courts.
The ideas of Roman civil law became the basis for the development of the institution of legal person in German law. The rapid industrialization of the country and the activation of economic and non-economic associations needed a clear legal formalization of the organization as an independent subject of law.
A limited liability company as a type of business company appeared in Germany at the end of the XIX century by modifying an excise company. The new company adopted its best features and fully implemented the principle of limited liability, which was understood as property liability up to a certain predetermined and defined limit.
The General legal status of a limited liability company is established By the German law "on limited liability companies", adopted on May 20, 1892. The last changes to this normative act, which has been in force for 110 years, were made on July 13, 2001.
The idea of creating this Institute was first approved by Austria, and then by Russia, the United States, England, and others.
Thus, one of the first legal acts of Austria that would regulate such a special organizational and legal form of a business entity as a limited liability company
was the law of March 6, 1906, which entered into force on June 15, 1906. It had a fairly broad structure, regulated the procedure for creating and liquidating such companies, and the possibility of opening branches. It also regulated the legal relations between the founders, the procedure for making deposits, changing the size of the authorized Fund, managing such a company, the powers of its bodies, making changes to the constituent documents, and so on.
Imperial Russia was preparing to adopt such a form as LLC, but the obstacle was the Editorial Commission for the creation of the Civil Code. The rationale for this decision was "limited responsibility", which allowed only the participation of the capitalist in the form of making a property contribution, but not conducting the business personally. This form still required personal participation, but this was not possible at the time, since "limited liability" was considered a privilege.
L. S. Netskaya notes that although this form was not recognized by law in Russia, it was widely used in practice. Agreements on the creation of companies did not have agreement with a single trading company, which were provided for in the legislation.first of all, the lever for this was the desire to limit the liability of, if not all, then at least the participants who were actively involved in the business [3, p. 20].
In Russia, limited liability companies appeared after the establishment of Soviet power, during the period of the new economic policy (1921-1927), and in 1922 were legalized by the Civil code of the RSFSR.
The members of the company were responsible for their personal property in accordance with their obligations, in the same multiples of the Deposit amount for all the partners.
Despite the centralized state system of economic management in the USSR, the legislation on business companies was not widely applied. Civil legislation was focused on state-collective, inter-collective and other state cooperative organizations. In the period from 1990 to 1991, the legislation on business companies was re-formed. Laws "on property", "on enterprises", "on entrepreneurship" were adopted»; resolution of the Council of Ministers of the USSR of June 13, 1990 "on approval of the regulations on joint-stock companies and limited liability companies". But these regulations did not solve most of the issues faced by the society's participants.
The rationale for this decision was precisely "limited responsibility", which allowed only the participation of the capitalist in the form of making a property contribution, but not conducting the business personally. This form still required personal participation, but this was not possible at the time, since "limited liability" was considered a privilege.
L. S. Netskaya notes that although this form was not recognized by law in Russia, it was widely used in practice. Agreements on the establishment of companies did not have an agreement with a single trading company, which were provided for in the legislation. First of all, the lever for this was the desire to limit the liability of, if not all, then at least the
participants who were actively involved in the business [3, p. 20].
In Russia, limited liability companies appeared after the establishment of Soviet power, during the period of the new economic policy (1921-1927), and in 1922 were legalized by the Civil code of the RSFSR.
The members of the company were responsible for their personal property in accordance with their obligations, in the same multiples of the Deposit amount for all the partners.
Despite the centralized state system of economic management in the USSR, the legislation on business companies was not widely applied. Civil legislation was focused on state-collective, inter-collective and other state cooperative organizations. In the period from 1990 to 1991, the legislation on business companies was re-formed. The laws "on property", "on enterprises", "on entrepreneurship" were adopted»; resolution of the Council of Ministers of the USSR of June 13, 1990 "on approval of the regulations on joint-stock companies and limited liability companies". But these regulations did not solve most of the issues faced by the society's participants.
Modern legal regulation of LLC is implemented by the Federal law "on limited liability companies", the tax code of the Russian Federation, and the administrative Code of Russia. Specific norms are established in the Labor code of Russia and other normative acts.
So according to FZ "About societies with limited liability", the liability is recognized created by one or several persons the economic society which authorized capital is divided into shares; participants shall not be liable for its obligations and bear risk of losses connected with activities of society, within the value of their shares in the Charter capital.
At present, the mechanism for regulating the activities of such a society does not meet modern requirements for its flexibility and efficiency, namely, it has, in particular, a number of disadvantages, the main of which are:
- the rights of company participants are not sufficiently regulated or there is no mechanism for their implementation and protection;
- there is no legal mechanism for excluding a participant from the society, which leads to the formation of an atmosphere of mutual distrust and conflicts between the participants of the society;
- there are no standards for establishing a Supervisory Board in the company, which significantly reduces the level of investment attractiveness for foreign investors;
- there is no effective mechanism for monitoring the activities of the Executive body and holding its members accountable, which leads to excessive interference of the company's participants in management processes or to an increase in the number of cases of abuse by the company's officials, and so on.
The specified leads to slower development of small and medium-sized businesses, the elimination of existing businesses in the case of relatively minor conflicts between members of society, illegal in-gaining control over society and illegal seizure of
assets, and hence to the slowdown of business and the slowdown in investment processes.
REFERENCES:
1. Code of the Russian Federation on administrative offence from 30.12.2001 N 195-FZ (as amended on 07.03.2019). Reference legal system Consultant plus. [Electronic resource]. URL: http://www.consultant.ru/document/cons_doc_LAW_ 34661 / (accessed: 08.03.2020).
2. Tax code of the Russian Federation (part 1) of 31.07.1998 N 146-FZ. Reference legal system Consultant plus. [Electronic resource]. URL: http://www.consultant.ru/document/cons_doc_LAW_ 19671 / (accessed: 08.03.2020).
3. Netskaya L. S. Legal status of a limited liability company (legal aspect): science: PhD in law 12.00.03 / Netskaya Lyubov Stepanovna-2015. - 173 p.
4. Roman law: Textbook / O. A. Podoprigora, E. O. Kharitonov. - 2016. - 512 p.
5. The labour code of the Russian Federation of 30.12.2001 N 197-FZ (as amended on 29.07.2017) (Rev. and add., Intro. in force 01.10.2017) of the Labor code. Reference legal system Consultant plus. [Electronic resource]. URL: http://www.consultant.ru/document/cons_doc_LAW_ 34683 / (date of publication: 08.03.2020).
6. The Federal law of 08.02.1998 N 14-FZ (as amended on 29.07.2017) "On limited liability companies". Reference legal system Consultant plus. [Electronic resource]. URL: http://www.consultant.ru/document/cons_doc_LAW_ 17819 / (accessed: 01.03.2020).
PROPAGATION OF CRIMINAL ANTI-CULTURE AMONG YOUTH
Bochkareva E.
Candidate of Sciences (Law), Senior Lecturer, Department of Criminology and penal law IILE of A.S. Griboedov
Abstract
The article deals with the distribution of criminal anti-culture among youth.
Keywords: anti-culture, crime.
Criminal groups are distinguished by the presence of their own "special culture", or more precisely, criminal anti-culture. The propagation of criminal anti-culture in modern society is a big problem for the state, requiring decisive action to eradicate criminal ideology from the consciousness of the population. The spread of criminal anti-culture among young people is especially dangerous, since adolescents, due to their age characteristics, are most susceptible to involvement in antisocial activities.
In criminology, it is customary to use the term criminal subculture, however, some scientists use their own terms: "penal subculture", "counterculture", "anticulture", "pseudoculture", "asocial subculture". It seems appropriate to use the term "criminal anti-culture".
"Culture" is a combination of production, social and spiritual achievements of the population, where achievement is a positive result of some efforts. However, the dictionary of S.I. Ozhegov defines culture as a high level of anything, development, skill. Thus, culture is nothing but the positive development of social relations.
From the point of view of sociology, a subculture is a system of values, attitudes, behaviors, lifestyle of a social group, which is an independent holistic entity within the dominant culture.
Analyzing the word "subculture", we can distinguish the following parts: the prefix - sub and the root - culture.
Based on the purpose of the prefix "sub", we determine that it indicates the location of the considered object below, under something or near something.
Thus, "subculture" in relation to "culture" is of secondary, subordinate importance. And if there is subordination - thus, accordingly, the considered object couldn't be opposite to the main one.
At the same time, it seems appropriate in relation to the criminal "culture" to use the prefix "anti", which forms nouns and adjectives with the meaning of oppo-sites, hostility, orientation against someone and (or) something. Consequently, it seems possible in this way to show the negativity and opposition to social norms of such a phenomenon as crime.
Criminal anti-culture has an impact not only on people serving sentences in prisons, but also on the psychology of society as a whole.
The process of an individual entering a culture through the exploration of its meanings is called the process of culturation. Unlike "socialization", which includes a person in the structure of society, making him the bearer of certain social roles and social relations, culturation forms a human individuality, combining, on the one hand, the characteristics of culture itself, and on the other, suggesting the possibility of choosing those values that this individual explores.
In this regard, the process of adopting values that are contrary to generally accepted ones can be defined as outculturing (English "out" - beyond, away from). Unlike nihilism (the denial of generally accepted values: ideals, moral norms, culture, forms of social life), the process of outculturing involves not only the denial of values accepted in society, but also the adoption of values that are opposite to them, i.e. the definition of outculturing is broader than nihilism. In turn, outcultur-
