The article analyses the legal foundations for regulating the status of officers of business entities and the governing bodies of such entities. The stability of a company’s operations, its reputation, and its capacity for sustainable development largely depend on the competence and responsibility of its officers. With the adoption of the Law of Ukraine “On the Specifics of Regulating the Activities of Legal Entities of Certain Organizational and Legal Forms during the Transitional Period and Associations of Legal Entities”, the legal definition of corporate officers has been formally consolidated. At the same time, doctrinal approaches and legislative provisions have clarified the content of such categories as “governing bodies of a company”, “corporate officers”, and “officers of the company’s bodies”, which, while interrelated, are not identical in their legal meaning. What unites them is that both the governing bodies and the officers act to ensure the company’s functioning, representation, and protection of its interests. The key distinction lies in the fact that governing bodies may be formed either as single-person or collective entities. Although they do not have the status of an independent legal subject, they are vested with certain powers established by law and internal corporate acts. Company officers, including officers of governing bodies, are always natural persons. A clear demarcation of the functions and powers of governing bodies and officers is essential for the proper execution of their duties, for balancing the interests of all parties in corporate relations, and for identifying the grounds and types of legal liability for actions or omissions that violate the rights and interests of the company, its members, or third parties. The article includes an analysis of the regulatory framework for governing bodies and officers across various organizational and legal forms of companies, including joint-stock companies, limited and additional liability companies, general partnerships, and limited partnerships. It is highlighted that, despite the lack of legislative requirements for the establishment of governing bodies in the latter two forms, such structures are often established and operate in practice.
Y. O. Lysenko (Tue,) studied this question.