The procedure for excluding a legal entity from the Unified State Register of Legal Entities allows the tax authority to “cleanse” the register of organizations that do not have property, employees, or active management bodies in an extrajudicial manner. Despite the public nature of this exclusion procedure, which contains a notice of the upcoming exclusion and the actual exclusion from the register, there are cases in corporate practice in which company participants and other interested parties do nothing and subsequently appeal the administrative exclusion of the company. This article analyzes the period from the moment of entering information on the termination of a legal entity until the moment of restoring information about it in the Unified State Register of Legal Entities. The legal capacity of a legal entity during the specified “buffer” period of time is examined, since in practice a company excluded from the Unified State Register of Legal Entities can carry out legally significant actions that generate the corresponding consequences. Approaches to the legal assessment of the legal capacity of an organization are proposed. The purpose of the study is to establish the essential characteristics of the legal capacity (quasi‑legal capacity) of a legal entity for the period of exclusion and until the restoration of information in the Unified State Register of Legal Entities. Objectives of the study: determining the legal consequences of excluding an organization from the Unified State Register of Legal Entities; analyzing the legal consequences of making and executing transactions of an organization excluded from the Unified State Register of Legal Entities (their convalidation); assessing a number of procedural aspects of appealing against exclusion from the Unified State Register of Legal Entities; determining the legal significance of restoring a legal entity’s record in the register. The work uses theoretical (analysis and synthesis, including the method of systems analysis) and empirical methods of scientific knowledge (observation, description). Individual scientific methods are used (formal‑logical, historical‑legal, legal comparative studies, hermeneutic and synergetic). Results of the study: domestic legislation contains a general approach to the legal capacity of a legal entity (Article 49 of the Civil Code of the Russian Federation), which, in order to effectively regulate actually developing social relations, is not always able to fully regulate them. The author comes to the conclusion about the presence of elements of the legal capacity of an organization in the period from the moment of its exclusion until the restoration of the record of it as an active legal entity. The study can also be applied (by analogy) in the legal assessment of a number of situations, in particular, in the distribution of discovered property of a liquidated legal entity.
Vasily A. Laptev (Wed,) studied this question.