What constituent documents are provided for a general partnership. What kind of form of ownership is this - a general partnership, the goals of its creation

Russian legislation provides for a wide range of organizational and legal forms of doing business. Among those that are traditionally popular among entrepreneurs are OJSC, JSC. It is also common to carry out activities in the status of an individual entrepreneur. At the same time, the Civil Code of the Russian Federation contains provisions that allow Russian businessmen to engage in commercial activities through the establishment of partnerships. This type the organizational and legal form of business is presented in two varieties: partnerships are full and limited. What is the specificity of each of the noted types of organizations? What are the benefits of doing business in the appropriate organizational and legal status?

The essence of the legal form

The Civil Code of the Russian Federation defines a general partnership as a business association, the founders of which, according to a signed agreement, carry out entrepreneurial activity and bear personal responsibility for arising obligations. A citizen can be a member of only one partnership of the type in question.

This legal form of entrepreneurial activity involves the creation of a legal entity. General partnership, thus, must have an official name. But it can be expressed in different ways. The first option: a name that looks like a listing of the names of all the founders. The second option is to indicate the names of the main or several key participants, as well as the phrase “and the company”.

Nuances of the establishment process

An economic full partnership is created on the basis of a constituent agreement signed by all participants. This document must meet the criteria defined in Article 52 of the Civil Code of the Russian Federation. In order to establish a partnership, you will need to form a share capital - in some way an analogue of the authorized capital, which is necessary when registering an LLC or JSC. At the same time, the requirements regarding the minimum size share capital, is not established in Russian legislation.

Contract and capital

Unlike LLCs and JSCs, a charter is not required to establish an organization. That is, a general partnership agreement is the only document that is needed to register a business of the appropriate type. The memorandum of association specifies the shares of each partner in the share capital. It also fixes provisions that reflect the specifics of joint business, the rights and obligations of each of the participants, the procedure for distributing revenue, etc.

The capital of a general partnership is divided within the proportions, which, as we noted above, are determined in the memorandum of association. As a rule, those proportions that are set at the level of distribution of shares determine the subsequent formula for the personification of the organization's revenue and losses, but other principles may be reflected in the contract.

Each of the founders must fulfill at least half of their obligations to form an appropriate corporate financial fund by the time the organization is registered. The rest - within the time limits specified by the contract. If one of the partners does not deposit his part of the share capital on time, he will be obliged to pay penalty interest. An economic full partnership can be established not only by individuals, but also by organizations.

The structure of the memorandum of association

Consider the features of the structure of the memorandum of association for partnerships. What provisions should it contain?

A template for a relevant agreement may include the following items:

• the official name of the organization;
• company location address;
• the procedure for managing the partnership's business;
• conditions relating to the size and structure of the share capital of the organization;
• information on the amount and methods of changing the shares of general partners in the capital of the organization;
• conditions reflecting the size, structure, timing, as well as the procedure for making additional investments by general partners and the mechanisms of responsibility for failure to comply with the relevant requirements;
• information on the total amount of investment contributions to the business.

Thus, the constituent agreement should contain provisions reflecting the fact that the participants undertake to register the organization as a legal entity, determine the procedure for joint business management, create conditions for investment, transfer of property.

It should be noted that within the framework of the relevant agreement, the conditions for the distribution of proceeds between partners, as well as the procedure for participants to leave the structure of the organization, are also fixed.

Rights of participants in a general partnership

Consider what rights are guaranteed for participants in a general partnership Russian legislation. Among the key ones:

• receipt of income, which is calculated in proportion to the share in the share capital of the organization;
• participation in the conduct of business, management of the company's affairs;
• obtaining the necessary information about the results of the organization's work, familiarization with financial statements and other documents related to the activities of the company;
• participation in the distribution of proceeds.

Also, general partners have the right to freely withdraw from the company.

Obligations of participants in a general partnership

In turn, full partners must be prepared to perform a number of duties. Among the main ones:

• incur expenses that are proportional to the size of the share in the share capital;
• bring in cash in the capital of the company in accordance with the conditions specified in the memorandum of association;
• observe confidentiality regarding business processes, trade secrets.

It can be noted that in many general partnerships, the memorandum of association contains a provision stating that the participants in the organization are not entitled to make transactions on their own and in their own interests that repeat the essence of the business, which is the main one for the company.

Consider the specifics of joint business in companies with the appropriate legal status.

Joint business

A general partnership assumes that each of its founders has an equal number of votes used at meetings, unless other criteria are prescribed in the agreement. Each member of the firm has the right to study the documentation relating to the business. Also, any person from among the founders can carry out activities on behalf of the entire partnership, unless otherwise specified in the memorandum of association. But it is quite possible that the relevant document will only allow joint business. In this case, the consent of all the founders is necessary for the conclusion of transactions.

Revenue distribution

If an enterprise created on the basis of such a legal form as a general partnership makes a profit, then it is distributed among the founders of the organization in accordance with the share of each in the share capital, unless other rules are established in the contract.

Business losses are distributed in the same way. If the value of the net assets of the company is lower than the size of the share capital, then the profit is not subject to distribution among the participants of the partnership.

Responsibility

The liability of participants in a general partnership is subsidiary. The founders of the company are responsible for the possible obligations of the organization with their property. At the same time, if a member of the partnership new entrepreneur, who was not listed among the founders, then he must be ready to assume part of the existing obligations that have arisen to the organization, in proportion to his share in the share capital.

If the property of a general partnership does not allow, due to insufficient volumes, to pay off the debts of the organization, then the founders must compensate for the corresponding obligations at the expense of personal property in proportion to the shares in the share capital.

Leaving a partnership

Any member of the partnership has the right to withdraw from the organization by writing an appropriate application. But this must be done 6 months before the planned exit from the business. True, for a good reason, colleagues can allow a person to leave the organization ahead of schedule. The participant who withdraws from the partnership is paid a share of the property of the company, proportional to that established for him in relation to the share capital, unless the agreement contains other conditions.

Payment is made in cash (or, if an agreement is reached, in kind). The amount of payments is determined by the balance sheet at the time the person left the business. At the same time, the shares of other participants in the partnership increase. Each founder of the organization can transfer his share in the share capital to his other colleagues or even to third parties, but only with the consent of the other entrepreneurs.

Specifics of limited partnerships

Russian legislation allows such legal forms of doing business as general and limited partnerships. The main feature of the former is that the responsibility of all participants is subsidiary. In turn, within the limited category organizations, also called limited partnerships, there may be subjects with a special status. It's about about contributors-commandists. These persons are liable only within the limits of their contributions.

Thus, there are two groups of participants in limited partnerships. Firstly, these are full comrades who play a key role in business. Secondly, these are contributors who, by investing in the business of their comrades, expect to receive income or aim to help them develop the business. It can be noted that the limited partners, transferring amounts to the business as part of the contributions, make them the property of the organization. This assumes that they have complete trust in the company. This, in fact, is the reason for the name of the corresponding type of organization, which sounds like "partnership in faith." As soon as the depositor makes the required investment amount, he is issued a certificate confirming this action.

Regardless of the status of the organization - a limited or general partnership, a characteristic legal status the founders of the company are practically the same. Liability mechanisms are similar, except that in limited partnerships they may involve a somewhat reduced debt burden due to additional investment from contributors. If limited partners withdraw their contributions in the prescribed manner, then in this case the limited partnership is transformed into a full one. But as long as there are contributions from limited partners in the capital structure of the organization, the partnership is named accordingly. Namely: in its corporate name there should be the names of all the founders, as well as the phrase "limited partnership".

Rights of contributors

What rights do partners have? First of all, they can count on receiving a part of the company's revenue in proportion to their share in the share capital. Also, limited partners have the right to freely leave the business - but only at the end of the financial year. Contributors can also transfer their share to other business participants in the partnership or to third parties. The consent of the founders of the company is not required. Despite the fact that limited partners cannot make key business decisions, they have the right to get acquainted with the financial records of the enterprise.

With regard to such an aspect as liability for obligations, a general partnership must be ready to pay contributions to limited partners upon liquidation of the company. However, not as a matter of priority, but only after the founders have settled with other creditors.

liquidation

The considered form of business can be liquidated in court or by virtue of a decision taken by the founders. If only one participant remains in the partnership, then he can subsequently transform the organization into another legal form business.

Why are partnerships formed?

What is the reason for the demand in business for such an organizational and legal form as a general partnership? The characteristic of companies operating under this status suggests that all its participants are ready to conduct activities under the condition of full mutual trust. They must understand that in case of a failed transaction, everyone will be responsible. As a rule, such a form of business as a general partnership is typical for family businesses.

As for the standard forms of relationships in business, when partners and counterparties are generally not relatives and they are not bound by some common ideological values, then a general partnership is not the most popular organizational and legal form. This is mainly due to the fact that the liability of a general partnership for obligations has no fixed limits.

Participants in a full partnership shall jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A participant in a full partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has withdrawn from the partnership is liable for the obligations of the partnership that arose before the moment of its withdrawal, along with the remaining participants, within two years from the date of approval of the report on the activities of the partnership for the year in which he retired from the partnership.

Withdrawal of a participant from a general partnership[edit wiki text]Each participant has the right to withdraw from the PT, while if an agreement is concluded to prohibit withdrawal from the PT, then it is considered null and void. Art. 78 of the Civil Code “Consequences of the withdrawal of a participant from a general partnership”: “1. A participant withdrawing from a general partnership is paid the value of a part of the partnership's property corresponding to the share of this participant in the share capital, unless otherwise provided by the founding agreement. By agreement of the departing participant with the remaining participants, the payment of the value of a part of the property may be replaced by the issuance of property in kind. The part of the property of the partnership due to the withdrawing participant or its value shall be determined according to the balance sheet drawn up, except for the case provided for in Article 80 of this Code, at the time of its withdrawal. In the event of the death of a participant in a full partnership, his heir may enter into a full partnership only with the consent of the other participants. A legal entity that is the legal successor of a reorganized company that participated in a full partnership legal entity, has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership. Settlements with the heir (successor) who has not joined the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a full partnership shall be liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the limits of the property of the retired participant in the partnership that has passed to him.

3. If one of the participants left the partnership, the shares of the remaining participants in the joint capital of the partnership increase accordingly, unless otherwise provided by the founding agreement or other agreement of the participants.”

Advantages:

The possibility of attracting additional funds;

Trust from creditors.

Disadvantages:

Settlement of debts from personal property .

Limited partnership (limited partnership)- a commercial organization based on share capital, in which there are two categories of members: general partners and limited partners. General partners carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property. Limited contributors are responsible only for their contribution to the development of something (business or project). Currently, this organizational and legal form is practically not used.

Brand name limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and company" and the words "limited partnership" " or "limited partnership", and if the name of the contributor is present in the name of the limited partnership, then such contributor becomes a general partner.

A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association must contain the following information: the name of the partnership; its location; the procedure for managing the activities of the partnership;

conditions on the size and composition of the share capital of the partnership; conditions on the size and procedure for changing the shares of each of the general partners in the share capital; conditions on the amount, composition, timing and procedure for making contributions by general partners, their liability for violation of obligations to make contributions; conditions on the total the amount of contributions made by contributors.

In the foundation agreement, the founders undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. The agreement also defines the conditions and procedure for the distribution of profits and losses among the participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Members. Full participants in a limited partnership can only be individual entrepreneurs and/or commercial organizations. The number of participants must not be less than two. Contributors can be citizens, legal entities, institutions (unless otherwise provided by law).

A general partner has the right: participate in the management of the affairs of the partnership; receive information about the activities of the partnership; take part in the distribution of profits;

receive, in the event of liquidation of the partnership, part of the property remaining after settlement with creditors, or its value; withdraw from the partnership at any time.

A general partner is obliged: make contributions in the manner, amount, methods and within the time limits provided for by the constituent documents; not disclose confidential information about the activities of the partnership; participate in the activities of the partnership in accordance with the terms of the founding agreement; refrain from making on their own behalf and in their own interests or in the interests of third parties persons of transactions similar to those that constitute the subject matter of the partnership.

An investor in a limited partnership has the right to: receive part of the partnership's profit due to its share in the share capital, in the manner prescribed by the founding agreement; get acquainted with the annual reports and balance sheets of the partnership;

at the end of the financial year, withdraw from the partnership and receive its contribution in the manner prescribed by the memorandum of association; transfer its share in the share capital or part of it to another investor or third party.

The depositor is obliged: contribute to the share capital. The contribution is certified by a certificate of participation issued to the contributor of the partnership.

Governing bodies. The management of the activities of a limited partnership is carried out by general partners. Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf otherwise than by proxy. They do not have the right to challenge the actions of general partners in managing and conducting business of the partnership. The meeting of general partners is the highest governing body. At the meeting, each general partner has one vote, unless otherwise provided by the memorandum of association, and decisions are taken unanimously (unless otherwise provided by the memorandum of association). Each general partner has the right to act on behalf of the partnership, unless the memorandum of association establishes that all general partners conduct business jointly, or the conduct of affairs is entrusted to individual participants. When the affairs of the partnership are jointly conducted by its general partners, the consent of all participants in the partnership is required for the conclusion of each transaction. entrusted with the management of the affairs of the partnership.

Minimum and maximum dimensions The share capital is not limited.

Profit and loss Limited partnerships are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to eliminate any of the participants in the partnership from participation in profits or losses is not allowed. If, as a result of losses incurred by the partnership, the value of its net assets becomes smaller size its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.

The partnership is responsible for its obligations with all its property. In case of insufficiency of the property of the company, the creditor has the right to present a claim against any general partner or all at once to fulfill the obligation (subsidiary liability). a partner who has withdrawn from the partnership shall be liable for the obligations of the partnership that arose prior to the moment of his withdrawal, equally with the remaining participants, within two years from the date of approval of the report on the activities of the partnership for the year in which he withdrew from the partnership.

Legislative framework[edit wiki text]

So, soon to create a society with limited liability it won't be as easy as it is now. Minimum size authorized capital for LLC increases fifty times. It is clear that not all start-ups, and indeed already operating, enterprises will be able to afford such a size. What to do? Will everyone have to register themselves as individual entrepreneurs. But what about those whose business is built on corporate principles.

And here comes the time to remember the forgotten forms of doing business, so unpopular at the moment, as a general partnership and partnership in faith.

It is noteworthy that in the project Civil Code the norms on these organizational and legal forms have practically not undergone any changes.

General partnership

First of all, we will consider the main features of a general partnership. Beginning entrepreneurs, for sure, will be most interested in knowing how a general partnership differs from such a common form as a limited liability company. Let's compare from a practical point of view.

Criterion	Limited Liability Company	General partnership
Responsibility	Members of a limited liability company are not liable for the obligations of the company	Participants of a full partnership shall jointly and severally bear subsidiary liability with their property for the obligations of the partnership (and also within two years after the exit) Solidarity - this means if the partnership does not have enough money, then its participants will be responsible with all their property.
Number of participants	Minimum 1, maximum 50	Minimum 2, according to the draft Civil Code maximum 20
Name	Any not prohibited by law (for example, Horns and Hooves Limited Liability Company, Romashka Limited Liability Company, Komlekt-Santekh-Stroy-Snab-Invest Limited Liability Company, etc.)	The company name of a general partnership must contain either the names (names) of all its participants and the words “general partnership”, or the name (name) of one or more participants with the addition of the words “and company” and the word “general partnership” (for example, the general partnership “Bender Ostap Ibragimovich, Vorobyaniov Ippolit Matveevich and company).
Management	As a rule, a sole proprietor acts on behalf of a limited liability company. executive agency(e.g. director, CEO)	Each participant in a full partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants. That is, as such, there is no director in the partnership
Amount of authorized / share capital	The minimum amount of the authorized capital is 10,000 rubles. (in the draft Civil Code of the Russian Federation - 500,000 rubles)	The size is not established by law, the participants in a general partnership themselves determine the amount of the share capital in the memorandum of association
Exit participant	The participant has the right to withdraw from the company at any time	Refusal to participate in the partnership may be declared by a participant at least six months before the actual withdrawal from the partnership.
Possibility of establishing several legal entities	One person can establish an unlimited number of limited liability companies	A person may be a participant in only one full partnership.

Here are the main features general partnership, which distinguish it from a limited liability company. For more details, see Art. Art. 69 - 81 of the Civil Code of the Russian Federation.

Limited partnership (limited partnership)

In addition, there are also limited partnerships (Articles 82-86 of the Civil Code of the Russian Federation). A limited partnership is very similar to a general partnership. But it has a number of features that bring it closer to a limited liability company. There are two types of participants in a limited partnership: general partners and contributors (limited partners). General partners are subject to the rules on a full partnership, they participate in the management of the partnership, conduct business on its behalf. Investors are not allowed to manage affairs, they only make a contribution and are entitled to receive part of the profit due to his share in the share capital. But they are responsible not with all their property, but only with a contribution to the share capital, this makes them look like participants in a limited liability company.

simple partnership

A simple partnership, unlike a general partnership and a limited partnership, is not a type of legal entity. This is not an organization, this is a type of contract (Chapter 55, Part II of the Civil Code of the Russian Federation).

Under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity to make a profit or achieve another goal that does not contradict the law. Only individual entrepreneurs and (or) commercial organizations can be parties to a simple partnership agreement concluded for the implementation of entrepreneurial activities.

Therefore, you cannot immediately start your business with a simple partnership, you must first at least register as an individual entrepreneur.

A simple partnership is a form of partnership for conducting joint business activities. At the same time, the property invested in the business is not separated, as in the case of legal entities (there it becomes the property of the legal entity itself), but remains in the ownership of comrades (in common shared ownership). Everything received in the future from joint activities also goes to the common shared property of the comrades.

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Concept: Type of economic partnerships, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership.

Features of the institution: The name must "contain either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and company" and the words "general partnership".

Owner status: Participants in a general partnership are called general partners and can only be individual entrepreneurs and (or) commercial organizations(however, they can no longer take part in other general partnerships).

Sources of capital formation: The share capital of the partnership is made up of the value of the contributions made by the partners and guarantees the interests of the creditors of the partnership. By mutual agreement of the participants, a contribution to the share capital can also be made as personal property and non-property rights. The terms for making deposits by each participant are determined by the agreement. A general partnership is not entitled to issue shares.

Rights: Receive income in proportion to the contribution to the share capital; participate in the management of the affairs of the partnership; receive information about the activities of the partnership; get acquainted with its accounting books and other documentation in the manner prescribed by the constituent documents; take part in the distribution of profits, receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value; withdraw from the partnership at any time; transfer your share to another participant in the PT, or to a third party.

Control Features: The management of the activities of a general partnership is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants. Each participant in a full partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants. In case of joint conduct of partnership affairs by its participants, the consent of all participants in the partnership is required for the completion of each transaction. If the conduct of business is entrusted to one or more participants, the remaining participants in order to make transactions on behalf of the partnership must have a power of attorney from the participant (participants) entrusted with the conduct of business.

Responsibility for obligations: Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A participant in a full partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal footing with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Distribution of profit and loss: Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association.

The main provisions of the charter and memorandum of association: The founding document of a general partnership is the memorandum of association. The founding agreement of a full partnership must define: the name of the full partnership; its location; the procedure for managing the activities of the partnership; conditions on the amount and composition of the share capital of the partnership; conditions on the size and procedure for changing the shares of each of the participants in the share capital; conditions on the amount, composition, terms and procedure for making contributions by participants; conditions on the liability of participants for violation of obligations to make contributions.

Number of participants: Minimum - 2.

A general partnership is one of the forms of ownership for registering a legal entity with a mass of very characteristic features, many of which are unique to this legal form. Such a partnership is created for the joint conduct of entrepreneurial activities.

Only individual entrepreneurs can become members of the participants. At the same time, the newly formed enterprise, in turn, will also be a legal entity with appropriate capabilities and responsibilities.

Creation of this organization

When choosing, it is only possible enumeration all names or titles of participants, or an indication of one or more of them, adding after the incomplete list "and the company". As in other cases, the name of the organization must necessarily indicate its form of ownership, that is, a full partnership.

Such an enterprise can not consist of one participant, so the number of comrades must be at least two.

Must be generated upon registration share capital of a partnership. It is made up of the contributions of the participants, which subsequently give them the right to take part in the management of the organization, conduct entrepreneurial activities on behalf of the partnership and receive the charter part of the profit. The minimum and maximum amounts of capital are not regulated by law, therefore they are determined based on the needs of the organization and the capabilities of the founders.

The amount and composition of the contribution are determined by the participants at the stage of capital formation. Contributions can be in cash or in kind. When depositing property, it must be valued in monetary terms, and its value is paid in founding documents.

At the time of state registration, all participants are required to pay at least half of the agreed amount of their contribution, the deadlines for making the remaining part are indicated separately. For untimely payment of this amount, penalties are provided in the amount of ten percent per annum of the amount of the untimely paid part, as well as compensation for losses incurred if they occurred due to a violation of the payment deadline.

Control Features

Management decisions regarding the operation of the partnership are usually made with common consent. If this could not be achieved, a decision by majority vote is acceptable. Distribution of votes among the participants is determined by the constituent documents. Usually each member has one vote. It is also possible to distribute depending on the share in the share capital.

And since the presence and size of the contribution affect the possibility of participating in management, the transfer by one of the participants of his contribution, part of it or the rights to manage the enterprise to another participant is possible only with the consent of the other members.

Functionality and responsibilities participants are distributed by common agreement. Initially, each of the participants has the right to conduct activities on behalf of the partnership, but only with the knowledge and consent of the other members. If there is no such need, only one of the participants or several can conduct the work. In this case, the rest will be required.

Thus, a fundamental role in the work of the partnership has its constituent document, which is memorandum of association, which regulates the conditions for the creation and subsequent implementation of the activities of a legal entity. Depending on its content, the relations of the participants and the work of the partnership can be significantly varied.

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Income distribution

In addition to the amount of the contribution, the duties performed and the number of votes, the agreement establishes for each member of the partnership profit share. It may be proportional to the contribution or the functions assigned, or established on the basis of other principles.

The distribution of profits between participants is possible only if the value of the company's assets exceeds the size of the share capital. Otherwise, the receipt of profit by the owners is suspended until the size of the assets increases.

Under the terms of the founding agreement, it is possible to regulate the number of votes of each participant, the amount of profit received by him, the duties performed by each of the participants and the conditions for leaving the partnership.

Member Responsibility

Another of the main features of this form of ownership is the liability of participants provided for by law. Each member of the partnership is liable for the obligations of the enterprise not only in the amount of his share in the capital, but also with all his property. Exactly because of this reason legislation prohibits participate in more than one general partnership.

Additional restrictions may also include a prohibition for participants to carry out activities that can be considered homogeneous with the activities of the partnership.

At the same time, each new participant, entering the partnership, assumes exactly the same obligations, even without being a founder, and from the moment of entry, bears the same responsibility, including for obligations that arose before its entry.

Rules for the withdrawal of a participant from the partnership

Leaving the partnership also does not provide full release from obligations from the moment of withdrawal. The withdrawing participant shall be liable for all obligations that arose prior to the date of its withdrawal within two years after the closing of accounts for last year his participation.

Leaving a partnership carried out only after six months have elapsed from the date of notification of the intention to withdraw from membership.

Termination of activity

In cases where, after the exit of one or more members of a general partnership, only one participant remains in it, which is contrary to the law, such an enterprise must be either reorganized to another form of ownership, or liquidated.

In case of reorganization, the last remaining participant is given six months to do this. Moreover, this option makes it possible to transform the partnership into any other form of ownership. In other cases, the partnership can be reorganized only in economical society or a production cooperative.

As for liquidation, the considered option can be considered the only difference from generally accepted standards. In other cases, the liquidation of the partnership is carried out on a general basis, that is, it can be voluntary, forced or alternative.

From the foregoing, it can be concluded that general partnership as a type of business organization, it provides a wide range of opportunities for regulating relations between participants in terms of the amount of profit received, the degree of participation in management, and finally, the size and composition of the contribution and the powers and functionality granted to each participant.

However, there are also significant disadvantages, the main of which is the high degree of responsibility of participants in comparison with other forms of ownership, as well as the presence of restrictions on their number and composition.

So a general partnership allows coordinate the resources and skills of several organizations and entrepreneurs to maximize the result and vary the distribution of profits according to the contribution (not only material) of each participant. But it also requires high efficiency work for the possibility of making a profit and the mandatory trust of the participants in relation to each other, since the liability for losses is high and applies to all members, regardless of the degree of their participation in the activity.

See the following video for the main provisions of the Civil Code of the Russian Federation on a general partnership: