Art. 54 Civil Code of the Russian Federation. Name, location and address of the legal entity. A comment
Name, location and addresslegal entities are selected independently and recorded in accounting records. Information is also entered in the Unified State Register of Legal Entities. Legislation makes certain requirements for the brand name and contact information. Consider them.
P. 1 of Art. 54 Civil Code of the Russian Federation
In this norm it is provided that the organizationshould have its own name. It includes an indication of the organizational and legal type, and if the law provides for the possibility of forming a type of legal entity, then only information about this form. The name of a commercial organization, and in the cases envisaged, should contain information about the nature of the enterprise's activities.
Inclusion in the name of the word Russia,abbreviations of the Russian Federation and its decoding, derivatives from them is allowed in cases established by decrees of the President, decisions and resolutions of the Government, laws. The abbreviated or full names of federal state bodies can not be included in the names of legal entities. Exceptions may be provided for by governmental regulations, decrees of the President, laws. In the regulatory acts of entities, an order may be established according to which the use of regional names is allowed.
P. 2 tbsp. 54 Civil Code of the Russian Federation
In this part of the norm there are provisions,indicating the location of the enterprise. The location of the legal entity is determined by the address of its registration. Information on the location is the name of the locality / MO. In this case, its territory may not be present itselfentity. check inis carried out where it is locatedexecutive body, acting permanently. If such a structure is not available, the procedure is carried out in the territory where another body or entity is authorized to act on behalf of the organization by law, to another normative act, to the constituent document, unless otherwise follows from the Federal Law.
Information of the Unified State Register of Legal Entities
In the Uniform State Register the address of the organization is indicated.All risks of consequences from non-receipt of significant messages, from the absence of an executive structure are borne by the enterprise. Letters delivered to the address that is entered in the Unified State Register of Legal Entities will be considered received by the legal entity, even if it was not there.
Present in the Civil CodeChapter 4 "Legal entities"contains key provisions concerningeducation, activities and the termination of work of enterprises. Legislation fixes regulations that are mandatory for all organizations. In particular, the name should have eachentity. check inorganization is carried out by providing information to the authorized body. They include, in particular, data on the name of the company. On it the enterprise is identified among other organizations.
Location of the executive structure
For many legal entities, the head (manager, general director, etc.) acts as the legal person. Unlike the collegiate body, it acts continuously and without power of attorney.Article 54 of the Civil Code of the Russian Federationestablishes that the location of the organizationis determined by the territory on which the executive structure operates. Meanwhile, the law allows for a number of reservations. So, for example, as the address of a finding the place of a permanent residence of the head can be underlined. According to Art. 17 (Part 2) LC, it is allowed to use residential premises for conducting individual entrepreneurial or professional activities on legal grounds, if this does not violate the interests and rights of other entities, as well as the norms to which the immovable object should correspond.
The Tax Service has the right to verify the information specified in the application for registration and the constituent documentation. Other location data not providedArt. 54 Civil Code of the Russian Federation, are given by the subject at their discretion. This information is not subject to verification. Both in private and in public relations, correspondence should be carried out with indication of the information that is establishedarticle 54 of the Civil Code of the Russian Federation.In the NK (art.23) provides for the obligation for payers to notify the supervisory authority of the change in the location. If it is not performed by the subject, the tax inspectorate is deprived of valid information about the actual address of the enterprise location.
About him it is told in item 4 witht. 54 Civil Code of the Russian Federation. The legislation fixes commercialenterprises exclusive rights to their means of individualization. Among them, the firm name of the legal entity. On it the company differs from other subjects of civil circulation. The name mentioned in art. 54 Civil Code, has a number of features. In particular:
- In terms of name, the criterion of creativity is not considered necessary.
- The key purpose of the name is the individualization of the commercial organization.
- The name must be unchanged and permanent.It should be preserved even in case of transfer of the enterprise as an object of real rights, transfer of ownership to shares, shares, shares. The name change is allowed by making appropriate adjustments to the constituent documents.
- The name of the commercial structure should provide truthful information about it.
- Exclusive title rights are subject to protectionfrom the date of registration of the enterprise and making an appropriate entry in the Unified State Register of Legal Entities. The legislation does not establish any special procedure for registering the means of individualization.
- The exclusive right to a name usually has an indefinite character and is valid until the date of termination of the organization.
- A commercial enterprise must have one full name and may have one abbreviated name.
- The exclusive right to a name as a means of individualization can not be the subject of transactions.
ATArt. 54 Civil Code of the Russian FederationThere are provisions for the use ofin the title of the word Russia, the abbreviations of the Russian Federation and its decoding, derived from them. Meanwhile, the Code contains norms that define a list of information that can not be included in the means of individualization. In particular, they include:
- Abbreviated or full official names of foreign countries and their unions, words derived from them. For example, the abbreviation of the CIS or its full decoding can not be present in the name.
- Abbreviated or full names of state regional federal institutions of power, territorial self-government structures.
- Notations that are not consistent with the public interest, the principles of morality and humanity.
- Full or abbreviated names of existing organizations of international and intergovernmental nature, public associations.
The name of a unitary state enterprise may include information indicating its belonging to the region or the Russian Federation, respectively. ATArt. 54 Civil Code of the Russian Federationthere is an indication that it is compulsory to obtain permission from the Government to use the word Russia and its derivatives. This applies to both Russian and foreign versions.
Requirements for the means of individualization are defineddifferent federal laws: "On Joint Stock Companies", "On Banks", "On Production Cooperatives", "On Unitary Enterprises", etc. In Art. 69, item 3 of the Code it is established that the name of the general partnership includes the names of one, several or all participants with the inclusion of the words "full partnership" and "and the company". According to Art. 4 of the Federal Law "On Joint Stock Companies", an enterprise must have a full and may have a reduced name, including in the national languages of the peoples of Russia or foreign countries. In this case, the first should include an indication of the type of organization. The abbreviated name in Russian should contain the words closed / open JSC or abbreviations of CJSC / JSC. The name may contain foreign borrowings. The exception is made by concepts and abbreviations, in which the organizational and legal form is reflected.
According to Art. 1474 GK, it consists in the prohibition to use an organization name that is identical to the name of another entity or similar to the level of confusion, if the latter conducts similar activities and its means of individualization was included in the EGRUL before. In the process of applying this rule, courts should consider the following. Protection extends to the exclusive right of the enterprise that registered the name before. It does not matter when the immediate activity of the organization was started. Only the rightholder can demand the termination of the use of a corporate name, identical or similar to the level of confusion with its name. He can also expect to recover damages in connection with this. The body that makes entries in the Unified State Register of Legal Entities has the right to file only a claim for compulsion to change the name if it does not comply with the provisions of Art. 1473 (paragraphs 3 and 4).