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the Substantive provisions which are taken out on protection: 1.

For the characteristic of the legal capacity of the legal person "volume" and "dynamics" is offered to use not only such categories, as a kind and the legal capacity maintenance, but also and concepts "character".
Unlike a principal view of the legal capacity of the legal person - full by which it is initially allocated, the limited legal capacity grows out of the forced legal influence on the legal body, In turn, the full legal capacity on the character can be the general or special, that defines its quality. The legal capacity volume is the quantity indicator reflecting number of carried out kinds of activity (one or several kinds). As the general legal capacity allows to carry out activity any kinds, a category źlegal capacity volume╗ is applicable only to special franchise. Dynamics of the legal capacity consists in change of its character and-or volume in existence of the legal person. 2. In work differentiation of the special and limited legal capacity of the legal person on their purposes, the bases, legal effects and ways of definition is carried out. 3. It is established, that in the maintenance of the legal capacity of joint-stock company the activity which is not bringing in the income and not having such purpose, it can not be considered as the basic, but can act as an element of its legal capacity as accompanying (additional) activity. The legislator supposes noncommercial activity of joint-stock company with a view of achievement of economic benefit favorable socially - (for example, it is authorised charity, etc.). 4. It is revealed, that the special franchise of joint-stock company caused by features of the basic subject of authorised activity of a society, can have the various volume which ways of definition are provided in the law and can be shown to following three groups: an interdiction establishment to combine with authorised activity other certain kinds of enterprise activity; fastening of the exhaustive list of kinds of activity which are authorised for combining with the authorised; an establishment of a full interdiction of combination of authorised activity with any other kind of activity. 5. Joint-stock company legal incapacity, as well as other kinds of the legal bodies, carried out in cases and in an order is established, that, statutory by prohibition to be engaged in a concrete kind (kinds) of activity (to conclude certain transactions), can be carried out in following forms: Legal incapacity of the concrete legal person in connection with the offence admitted by it (as the legal sanction); Legal incapacity of the concrete legal person or certain circle of legal bodies with a view of protection of bases of the constitutional system, morals, health, the rights and legitimate interests of other persons, maintenance of defence of the country and safety of the state on the basis of the federal act (as the preventive measure), 6. It is shown, that the joint-stock company legal capacity varies depending on a stage of existence of a society, Till the moment of payment of half of actions the joint-stock company is allocated by the special ("constituent") legal capacity and has not the right to carry out authorised activity. The legal capacity gets special character also from the moment of decision-making on joint-stock company liquidation (the "liquidating" legal capacity).
7. It is established, that dynamics of the legal capacity of joint-stock company can be connected with will of the most legal person. The society has the right to change legal capacity volume (that is quantity of carried out kinds of activity) within the limits of the special franchise provided by the charter of a society, and also to change authorised special franchise to the general and on the contrary. At the same time change of character and-or volume of the special franchise based on the law, is supposed only if it is not forbidden or it is directly authorised standard legal acts. 8. It is offered to allocate five basic directions of influence of norms GK the Russian Federation and the Law on joint-stock company in the field of performance by the charter capital of guarantee function: an establishment of the minimum size of the charter capital of joint-stock company at legislative level; maintenance of actual formation of the charter capital declared in the constituent instrument of a society; maintenance of conformity of real cost of contributions in ustavnyj the capital to their nominal estimation; maintenance of cost of property of a society at level not below the size of the charter capital; granting to creditors of the additional rights in case of change of size of the charter capital. 9. It is offered to consider infringement by founders of joint-stock company of a duty on payment of 50 percent of actions in three-monthly term as the gross violation of the law having ineradicable character admitted at its creation, that is why being the basis for joint-stock company liquidation under the decree. 10. During dissertational research a number of offers on legislation perfection is formulated. - Necessity to make accurate differentiation in item 49 GK the Russian Federation of cases of investment of legal bodies by special franchise and cases of legal incapacity of the legal person is proved. In the dissertation text the corresponding formulation of named article is offered. - In connection with that that the commercial organisations are created for the purpose of profit extraction, it is offered to specify item 173 GK the Russian Federation and to fix recognition possibility void the transactions which are falling outside the limits the legal capacity of the legal person, not only in case of the contradiction of such transactions to the activity purposes (as for the commercial legal person such purpose always is profit extraction), but also in case of the contradiction to their subject of activity as sets of separate kinds of activity. - It is offered to develop the mechanism of protection of the rights and legitimate interests of shareholders and the third parties in case of change of character and-or volume of the legal capacity of joint-stock company. For this purpose it is necessary to fix in the Law on joint-stock company the right of shareholders - owners of preference shares - to vote on the given question. Besides, it is necessary to establish a society duty to notify creditors about the taken place decision. - With a view of observance of balance of interests of participants of a civil-law turn it is offered to carry the transactions made by joint-stock company before payment of 50 percent of actions, to a category osporimyh, and to add point 3 of item 2 of the Law on joint-stock company with the following paragraph; źThe transaction made by a society in infringement of a rule, established by the paragraph the second point of third present article, can be recognised by court by void under the claim of other party within a year from the moment of its conclusion. Other creditors of a society have the right to demand a recognition of the void transaction made by a society in infringement of a rule, established by the paragraph the second point of third present article if it is proved, that the second party under the transaction at the moment of making contract obviously knew about non-observance of the specified rule╗. And In work other offers on the current legislation perfection, directed on increase of efficiency of activity of joint-stock company and protection of the rights of counterparts are presented also. The theoretical and practical importance of results of research. The idea supported and developed in work about crucial importance of the capital for investment of joint-stock company with the legal capacity and an establishment of its volume, can be useful to doctrine perfection about legal bodies, their essence and appointment. The offered conceptual device (a kind, the maintenance, character, volume and dynamics of the legal capacity) can be considered with reference to the characteristic of the legal capacity of all economic associations and societies. Separate positions of the dissertation can be used at perfection of norms of the Civil code, the Federal act źOn joint-stock companies╗, legislations on separate kinds of enterprise activity etc. Dissertation materials can be used in educational process at reading of courses of the civil and enterprise right, and also the special training courses devoted to problems of legal regulation of activity of joint-stock companies. Approbation of results of research. The present dissertation is executed and discussed on chair of civil law of the Russian legal academy of the Ministry of Justice of the Russian Federation. The basic theoretical positions of work are shined in reports and messages at scientific and scientifically-practical conferences: źScoping of the legal capacity of joint-stock companies╗ at All-Russia IV scientific conference of young scientists źActual problems of private-law regulation╗ (Samara, 2004); źFractional actions under the new legislation on joint-stock companies╗ at Inter-regional scientifically-practical conference in the Western-Siberian branch of the Russian Legal academy of the MU of the Russian Federation źNew in the Russian legislation╗ (Barnaul, 2002). Conclusions, offers and recommendations of the carried out research have received reflexion in published articles: źFractional actions under the new legislation on joint-stock companies╗, źthe Special and limited legal capacity of the legal person╗, published accordingly in magazines źModern right╗ and "Jurist". Research materials are used in teaching activity at carrying out lecture and a practical training on civil law with students of the Altay state university, and also practical workers of services of bailiffs in the Western-Siberian branch of the Russian Legal academy of the MU of the Russian Federation. The work structure is caused by the purpose, problems and a subject of dissertational research. The dissertation consists of the introduction, three heads including seven paragraphs, the conclusions, tables, the scheme, the list of standard sources and the bibliography.
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A source: Polygalova Natalia Alekseevna. JOINT-STOCK COMPANY LEGAL CAPACITY UNDER the LEGISLATION of the RUSSIAN FEDERATION: CHARACTER, VOLUME And DYNAMICS. The dissertation.. 2005

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