Management of a legal entity – a mechanism for exercising its legal capacity
DOI:
https://doi.org/10.15330/apiclu.67.2.46-2.56Keywords:
business association, economic association, corporation, corporate legal relations, general meeting, governing body of a legal entity, legal entity, decision of the general meeting of the association, corporate governance, corporate law, private law, civil law, members of the association, decision of the members of the associationAbstract
The article is devoted to the peculiarities of exercising the legal capacity of a legal entity, which is an artificial entity. In modern doctrine, a management body is considered to be a structurally separate, organizationally formalized subdivision of a legal entity, designed to exercise its legal capacity. The activities of management bodies are manifested in their decisions regarding the management of the legal entity’s activities and the conduct of its affairs. The author notes that two concepts of interpreting the nature of the activities of the bodies of a legal entity have been formed in doctrine: the first advocates the identification of the management body as a representative of the legal entity; the second determines that the actions of the management body are the actions of the legal entity itself. The latter position is considered a priority in theory and practice, and we unreservedly support it as one that reflects the specificity of the structure of a legal entity as an autonomous subject of legal relations. According to the priority concept of explaining the nature of a legal entity’s body, the bodies are an integral part of the legal entity, and there are no legal relations between it and its bodies. A legal entity’s body cannot be considered its legal representative. The actions of the body are always the actions of the legal entity itself.
The activities of its executive body are key to the legal capacity of a legal entity. This body may be sole or collegial (e.g., a director or board). When a legal entity enters into a transaction, the director of the legal entity acts not as a natural person but as a body of the legal entity, i.e., as part of it. The article supports the position that acts of management bodies are not normative acts, since: they are not universally binding; they do not regulate relations, but ensure the management of the legal entity’s activities; they are individual acts; they are acts of application of the provisions of the law and local normative acts.
