The Delegation of Powers of the Company’s Single-member Executive Body of the Business Company to a Management Organisation (Manager)

The paper is devoted to the analysis of theoretical and practical problems associated with the institute of transferring of powers of a sole executive body of a business company to a management organization or manager, who need to have a status of a commercial organization or entrepreneur respectively. The use of such a "hired manager" is quite popular in Russian business practice due to a number of advantages. However, the unresolved issues, including fundamental, such as, for example, the legal nature of the agreement between the management organization (manager) and manageable company, leads to the lack of uniformity of judicial practice, and, as a consequence, the different application of legal rules to the debated institute. Such situation cannot be assessed positively. The relevance of the current thesis is explained by the lack of legislative regulation and uniformity of judicial practice regarding the transferring of powers of a sole executive body of a business company to the management organization (manager). The author comes to the conclusion that the management organization (manager) takes the place of the sole executive body in the corporate structure of a business company. In this regard, it is concluded that it is necessary to extend the regulatory provisions of the sole executive body to the management organization (manager), including several clauses concerning representation. Moreover, it is noted that it is necessary to consider the relationship between the management organization (manager) and the managed company in two aspects, i.e. civil and corporate, simultaneously.