A general partnership is the minimum amount of the authorized capital. General partnership and its characteristics

Article 69

1. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

2. A person may be a participant in only one full partnership.

3. The trade 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 words "general partnership".

Article 70

1. General partnership is created and operates on the basis of the founding agreement. The memorandum of association is signed by all its members.

2. The memorandum of association of a general partnership must contain information about the business name and location of the partnership, conditions on the size and composition of it. share capital; on the amount and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.

Article 71. Management in a full partnership

1. 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.

2. Each participant in a full partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

3. Each participant in the partnership, regardless of whether he is authorized to conduct business of the partnership, has the right to receive all information about the activities of the partnership and get acquainted with all the documentation on the conduct of business. The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void.

Article 72

1. Each participant in a full partnership has the right to act on behalf of the partnership, unless the founding 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 management of the affairs of the partnership is entrusted by its participants to one or some of them, 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 the affairs of the partnership.

In relations with third parties, the partnership is not entitled to refer to the provisions of the memorandum of association that limit the powers of the participants in the partnership, unless the partnership proves that the third party knew or should have known at the time of the transaction that the participant in the partnership did not have the right to act on behalf of the partnership .

2. The powers to conduct business of the partnership granted to one or more participants may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by the authorized person (persons) of his duties or his revealed inability to prudent business conduct. Based judgment necessary changes are made to the founding agreement of the partnership.

Article 73. Obligations of a participant in a full partnership

1. A participant in a full partnership is obliged to participate in its activities in accordance with the terms of the founding agreement.

2. A participant in a general partnership is obliged to make at least half of his contribution to the joint capital of the partnership before it. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the founding agreement.

3. A participant in a general partnership is not entitled, without the consent of the other participants, to make transactions in his own name in his own interests or in the interests of third parties that are similar to those that constitute the subject matter of the partnership.

If this rule is violated, the partnership has the right, at its choice, to demand from such a participant compensation for the losses caused to the partnership or the transfer to the partnership of all the benefits acquired from such transactions.

Article 74. Distribution of profits and losses of a general partnership

1. 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 constituent agreement or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

2. 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.

Article 75. Responsibility of participants in a full partnership for its obligations

1. Participants in a full partnership shall jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

2. A participant in a general partnership who is not its founder shall be liable on an equal footing with other participants for obligations that arose prior to his entry into 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.

3. The agreement of the participants in the partnership on the limitation or elimination of liability provided for in this article is void.

Article 76

1. In cases of withdrawal or death of any of the participants in a full partnership, recognition of one of them as missing, incapacitated, or with limited capacity, or insolvent (bankrupt), opening in respect of one of the participants in reorganization procedures by a court decision, liquidation of a participant in the partnership legal entity or if the creditor of one of the participants forecloses on a part of the property corresponding to his share in the share capital, the partnership may continue its activities if this is provided for by the founding agreement of the partnership or by agreement of the remaining participants.

2. Participants in a full partnership shall have the right to demand in court the exclusion of one of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular as a result of a gross violation by this participant of his duties or his revealed inability to reasonably conduct business.

Article 77. Withdrawal of a participant from a full partnership

1. A participant in a full partnership has the right to withdraw from it by declaring his refusal to participate in the partnership.

Refusal to participate in a general partnership established without specifying a term must be declared by the participant at least six months before the actual withdrawal from the partnership. Early refusal to participate in a general partnership established on certain period allowed only for a good reason.

2. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void.

Article 78. Consequences of withdrawal of a participant from a full partnership

1. A participant who has withdrawn from a general partnership shall be 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 the property may be replaced by the issuance of property in kind.

The part of the property of the partnership due to the departing participant or its value is determined according to the balance sheet, compiled, with the exception of the case provided for in Article 80 of this Code, at the time of its withdrawal.

2. 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 legal entity that participated in a general partnership is entitled to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.

Settlements with an 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 general 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, you would be responsible former member, within the limits of the property of the retired participant of 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.

Article 79

A participant in a general partnership has the right, with the consent of the other participants, to transfer his share in the share capital or part of it to another participant in the partnership or to a third party.

When transferring a share (part of a share) to another person, the rights belonging to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) has been transferred shall be liable for the obligations of the partnership in the manner established by paragraph one of paragraph 2 of Article 75 of this Code.

The transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership and entails the consequences provided for by paragraph 2 of Article 75 of this Code.

Article 80

Foreclosure on a participant's share in the share capital of a general partnership for the participant's own debts is allowed only if there is a shortage of his other property to cover debts. The creditors of such a participant shall have the right to demand from the general partnership the allocation of a part of the partnership's property, corresponding to the share of the debtor in the share capital, in order to levy execution on this property. The part of the property of the partnership subject to separation or its value is determined according to the balance sheet drawn up at the time the creditors submit the demand for separation.

Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership and entails the consequences provided for in paragraph two of clause 2 of Article 75 of this Code.

the right to get acquainted with all documentation for the conduct of business, regardless of whether he is authorized to conduct business of the association. The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void;
the right to act on behalf of the partnership, except in cases where the founding agreement provides otherwise;
the right to withdraw from the partnership, declaring a refusal to participate in it. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void;
the right to receive the value of the part of the property of the partnership corresponding to the share of the participant in the event of his withdrawal from the partnership.

A participant in a general partnership is obliged:

participate in the activities of the partnership in accordance with the terms of the founding agreement;
make a contribution to the share capital in the manner and terms established by the Civil Code and the memorandum of association;
without the consent of the other participants, not to make transactions on their own behalf in their own interests or in the interests of third parties that are similar to those that constitute the subject matter of the partnership.

Composition of participants in a general partnership in principle should remain unchanged throughout its existence. In the event of the withdrawal of any of the partners, the partnership may continue its activities, if this is provided for by the founding agreement of the partnership or by agreement of the remaining participants. A special case in which the obligatory presence of an agreement of the remaining participants is provided is the exclusion of one of the participants from a general partnership. Participants in a full partnership have the right to demand in court the exclusion of one of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular as a result of a gross violation by this participant of his duties or his inability to reasonably conduct business. Provided, however, that at least two members remain in the partnership.

New participants in a general partnership may be accepted only with the consent of other participants and only as legal successors of retired participants. The Civil Code of the Russian Federation provides for the possibility of accepting into the partnership the heirs of the retired participant and the successor of the reorganized legal entity that was a participant in the partnership before the reorganization (clause 2, article 78 of the Civil Code). Along with this, it is allowed for a participant to transfer his share not only to another participant in the partnership, but also to a third party, if the consent of the other participants is obtained (Article 79 of the Civil Code).

In the usual case, the withdrawal of a participant, if it does not entail its liquidation, leads to a proportional increase in the shares of the remaining participants, unless otherwise provided by the memorandum of association or other agreement of the participants (clause 3, article 78 of the Civil Code).

Functions of the bodies of a general partnership performed by its members. The management of the partnership is carried out by them by common agreement, i.e. unanimously. Such a retreat in favor of the cooperative principle is caused by the special legal nature of partnerships, which involve an equal risk of liability of partners, regardless of the amount of the contribution made. Nevertheless, the law allows the participants of a full partnership to provide in the memorandum of association for cases where decisions are taken by a majority of votes. Each participant has one vote, however, the memorandum of association may provide for a different procedure for determining the number of votes of its participants (depending on the contribution made, other circumstances determining the role of the participant in the activities of the partnership).

There are no executive bodies in a general partnership. 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.

The peculiarity of the conduct of affairs of a particular partnership is determined by its memorandum of association, familiarity with the provisions of which, according to general rule, is not an obligation of other participants in civil circulation. They have the right to rely on the ordinary way of doing business in a partnership established by the Civil Code. Hence, in relations with third parties, the partnership is not entitled to refer to the provisions of the memorandum of association that limit the powers of the participants in the partnership, unless the partnership proves that the third party at the time of the transaction knew or obviously should have known that the participant in the partnership did not have the right to act on behalf of partnerships (paragraph 4, clause 1, article 72 of the Civil Code).

Property isolation of a full partnership is relative. On the one hand, it is expressed in the presence of his own property. The memorandum of association, along with general information for this document (clause 2, article 52 of the Civil Code), must contain conditions on the size and composition of the partnership's share capital; on the amount and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions. The partnership is obliged to record its property on an independent balance sheet and have at least one bank account for conducting monetary transactions.

On the other hand, the profits and losses of a full partnership do not become the property of the partnership (respectively, they are attributed to its property), but are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

In cases specified in the law (for example, when the partnership has signs of bankruptcy or may acquire such in the event of profit distribution, as well as in the case when the value of net assets becomes less than the size of the share capital), distribution of profit is prohibited.

Independent property liability of a full partnership respectively, is also relative. Of course, the partnership is liable to its creditors with the property assigned to it, but the resulting losses of the partnership are ultimately distributed proportionally among its participants. In addition, if the property of the partnership is insufficient, the participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Moreover, even a former participant bears such responsibility for 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. Of course, we are talking only about obligations that arose during the period of his participation in the partnership. And a participant who is not a founder (accepted by way of succession or alienation of a share) is liable on an equal basis with other participants for obligations that arose before he joined the partnership (paragraph 2 of article 75 of the Civil Code).

Such high requirements for the liability of a participant are designed to ensure the financial stability of a partnership in circulation, its reliability in the eyes of creditors, which is why the law prohibits anyone from being a participant in more than one full partnership (paragraph 2 of article 69 of the Civil Code).

On the contrary, the partnership is not liable for the obligations of its member. Therefore, foreclosure on a participant's share in the share capital of a full partnership for the participant's own debts is allowed only if there is a shortage of his other property to cover debts. The creditors of such a participant shall have the right to demand that the full partnership allocate a part of the partnership's property corresponding to the debtor's share in the share capital, in order to levy execution on this property. Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership, but does not cancel his liability for the obligations of the partnership provided for the withdrawing participant (Article 80 of the Civil Code).

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 “general partnership”.

Liquidation and reorganization of a general partnership have the following features. A general partnership, in addition to the general grounds for liquidation, may also be liquidated if only one participant remains in its composition. However, the Civil Code grants such a participant the right to transform such a partnership into a business entity within 6 months. A general partnership is also subject to liquidation in the event of the withdrawal of any of the participants from its composition, unless the founding agreement of the partnership or the agreement of the remaining participants provides that the partnership will continue its activities.

Business partnerships can be created in the form of a general partnership and limited partnership.

Characteristic features of a general partnership

General partnership is a commercial organization, the participants of which have concluded an agreement on the establishment of an enterprise for the joint conduct of certain economic activities.

1. Participants p general partnership are individual entrepreneurs and/or commercial organizations. At the same time, they retain full independence and the rights of a legal entity.

2. The contributions of its participants serve as the source of formation of the property of the partnership.

3. Profits and losses are distributed among the participants in proportion to their shares in the share capital.

4. The entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity.

5. If there is not enough property of the partnership to pay off its debts, the claims of creditors are satisfied at the expense of the personal property of any of the participants (or all together), i.e. joint and several liability.

6. An individual entrepreneur or a commercial organization may be members of only one general partnership.

7. On the general meeting each member has one vote. When leaving the partnership, the participant receives a share of the property equal to his share in the share capital. At the same time, the remaining participants contribute the amount paid to the retired, or reduce the size of the share capital. Consolidation of property is also possible on the basis of a joint activity agreement.

8. If one participant remains in a full partnership, he is obliged to transform it into a joint-stock company, a company with limited liability or an additional liability company.

9. The only founding document is the Memorandum of Association. The partnership does not form organs that express its will outside.

10. The minimum amount of share capital is not provided by law.

Advantages:

1. It is possible to accumulate significant funds in a short time;

2. Each member of the partnership may engage in entrepreneurial activities on behalf of the partnership;

3. General partnerships are more attractive to creditors;

4. It is possible to receive tax benefits.

Disadvantages:

1. There must be a relationship of trust between full partners;

2. A partnership cannot be a company of one person;

3. In the event of bankruptcy, each member of the partnership is liable for its obligations not only with a contribution, but also with personal property.

Characteristics of a Faith Partnership

Faith partnership (limited partnership) is a kind of general partnership with some features.

1. Consists of 2 groups of participants: full comrades and contributors. General partners carry out entrepreneurial activities on behalf of the partnership itself and bear unlimited and joint and several liability for the obligations of the partnership.

2. Contributors can be any legal and/or individuals. Contributors only make contributions to the property of the partnership, but do not answer with their personal property for its obligations. They do not have the right to participate in the management of the affairs of the partnership and act on its behalf, but they have the right to get acquainted with its financial activities.

3. Contributors are entitled to receive a share of the profit in proportion to their contributions. They are free to withdraw from the partnership with the receipt of their contribution. They may transfer their share to another contributor or third party without the consent of the partnership or general partners.

4. The founding document is also the founding agreement, which is signed only by general partners.

5. The investor may withdraw from the partnership at any time, while he receives only his contribution to the share capital, but does not have the right to receive a part of the property proportional to the share in the share capital.

Benefits of a Faith Partnership:

1. The same as for a general partnership;

2. To increase capital, they can attract funds from investors.

Disadvantages of Faith Partnership:

1. The same as for a general partnership.

Types of business partnerships:

1.General partnership- a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all their property (including personal).

2. Faith partnership(TV - limited partnership) includes general partners and contributors (limited partners). The status of general partners is similar to that of a full partnership. Limited partners do not take part in entrepreneurial activity and bear the risk of loss to the partnership to the extent of their contributions.

3. Economical society considered a child if another (main) economic company or partnership has the ability to determine its decisions. The main economic company or partnership shall be fully or subsidiaryly liable for the results of the activity of the subsidiary economic company.

4. The economic company is recognized as dependent, if another company (participating in its affairs) has more than twenty percent of voting shares or twenty percent authorized capital OOO.

Russian legislation, through regulatory legal acts, fully regulates the existence of any type of partnership, from creation to liquidation. Today we propose to discuss the topic of the creation and existence of commercial partnerships within the framework of the laws of the Russian Federation.

General partnership - what is it?

In the Russian Federation, there are several types of partnerships: full, faith, economic, share, etc. This is a kind of transformation of the family community. Fellowship today complete characteristic similar to the economic one and its full regulations from creation to liquidation are regulated by the Civil Code of the Russian Federation, Art. 69-81.

His partners are full comrades among themselves. Within the framework of such an enterprise, all participants bear joint and several (equal) liability and, if circumstances and the state of affairs so require, are liable for obligations with their property and personal funds, regardless of the date of entry into the community. Therefore, this form of record keeping implies the perfect trust of the participants in relation to each other. Participants can be commercial organizations (legal entities) or individual entrepreneurs.

Authorized capital of a general partnership

The basis of agreements between members of an economic partnership or limited partnership are founding documents(only an agreement, there is no charter in this form of community), where, among other things, the amount of the authorized capital (hereinafter referred to as the CC) is fixed, which consists of the contributed funds from each of its members. The volume of the Criminal Code determines the profitable side of the enterprise, the obligations and responsibilities of the parties. Legal regulations in terms of the amount of the Criminal Code, they are regulated by the norms of the law on economic communities. At the same time, the contribution of each participant to the MC can be any, according to internal agreements. The minimum amount of the Criminal Code, depending on the form (on faith, economic, etc.), is 100-1000 minimum wages.

Number of participants in a general partnership

A minimum of two participants can create such a partnership, between which responsibilities are distributed. Responsibility before the law and creditors is borne by each participant equally, regardless of his form and time of entry into the ranks of the community: on faith, share, etc. If the composition changed over time and the only participant remained in it, such a community should be liquidated in accordance with the provisions of the legislation of Russia .

Management bodies of a general partnership

Legislation gives freedom to such communities in terms of governance. In general, there are three types:

General management of all matters and issues, distributed among the participants.
At the general meeting, one manager is elected, who acts on behalf of all participants.
Any member of such a partnership assumes control as needed.

When voting, each participant has only one vote. But in any case, the manager does not have the right to act on behalf of the company in his personal interests or in the interests of third parties. In addition, he is fully responsible for his actions to other members of the community and constantly and fully informs all members of the state of affairs.

Economic full partnership - the essence

According to the regulatory legal acts In the Russian Federation, there are two types of economic partnership: on faith (limited) and full. The main principle of conducting such a partnership is a commercial direction, which provides that all members bear joint and several subsidiary liability for the obligations of the community with their property and funds. Those. it's a contract community.

Federal Law on full partnership

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. However, in Civil Code RF there are 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 activities and are personally liable 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. A general partnership, therefore, 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, Russian legislation does not establish requirements regarding the minimum amount of share capital.

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.