General partnership article. What is the procedure for creating a general partnership

There are (eg, complete, etc.) performing various activities. What is a general partnership and what are its features?

The essence of a general partnership

A general partnership is a kind of economic partnership, all participants in it are full partners. They are responsible before the law for the activities of the partnership with property, and not just with a monetary contribution. All participants bear the full obligation of personal funds, if the state of affairs so requires.

A general partnership was originally a family type of business organization, because this form of doing business requires complete trust in colleagues in the enterprise.

Today, a general partnership can be organized by legal entities, not individuals. The minimum number of participants is two people. A general partnership is not a common option for organizing entrepreneurship in today's conditions.

Below is a feature full partnership.

Characteristics and signs

General partners bear equal responsibility before the law. It does not matter when the comrade joined the organization, immediately after the opening, or after a while. Even if a comrade leaves the organization, his responsibility before the law regarding the activities of this organization remains for another two years.

A participant in a general partnership may not engage in activities that compete with the general partnership in which he participates. This moment is very clearly stipulated in the statutes of such organizations, before the expulsion of a comrade from the organization.

Advantages and disadvantages

The advantages of this form of doing business are such moments.

• The ability to easily raise capital in a short period of time.
• High probability of attracting additional cash investments.
• Positive assessment of creditors.

The disadvantages of such a business are also significant.

• Complete individual material liability before the law for the activities of the association.

Read about the features of the organization and governing bodies of a general partnership below.

Control Features

A general partnership can be managed in several ways.

• Any participant carries out activities on behalf of the partnership.
• Joint management of the affairs of the organization. Decisions are joint and taken by all participants.
• Management is carried out by one member, who is chosen by the participants.

Constituent documents

The main document of a general partnership is the memorandum of association. It is signed by all members of the organization. It contains the following information.

• Name and location of the partnership.
• How is the partnership managed?
• Information about the capital of the organization, about the shares of participants.
• Responsibility of members of the partnership.

This video will tell you about the memorandum of association of a general partnership:

Society members

All participants in a general partnership are its founders. They are responsible for the activities of the organization. When there are not enough funds to cover the debts of the enterprise, creditors have the right to recover the personal property of the participants. Members of a general partnership are only legal entities.

Members of a general partnership have the following rights.

• Receive income that is proportional to his share in the capital of the organization.
• The opportunity to participate in the management of the partnership, to receive information about the activities.
• Get back part of the property that remains after paying off the debts of the organization.

Members also have obligations towards the partnership.

• Expenses are also borne in proportion to the share of participants in the capital.
• At least half of its monetary contribution by the participant must be made by the time of registration of the organization. The remainder must be paid by the due date.
• Keep confidential information about the partnership confidential.
• Do not make transactions on your own behalf that will compete with the activities of the company.

Read below about the sources of property of a general partnership and the size of its authorized capital.

• 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 in their own name 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 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 the affairs of the partnership 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.

The peculiarity of the conduct of business 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, except in cases where 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 the 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 general 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 the cases specified in the law (for example, when the partnership has signs of bankruptcy or can acquire such in the event of a distribution of profits, as well as in the case when the value of net assets becomes smaller size share capital) distribution of profits 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 former member 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. Of course we are talking only 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 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 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.

NPA- Civil Code

Definition- h1 st. 69. 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.

Establishment of an institution– a general partnership is created and operates on the basis of a memorandum of association. The memorandum of association is signed by all its members

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

Constituent documents- memorandum of association

Name- A general partnership must have a company name, the use of a company name in the relationship between the partnership and third parties clearly indicates that a particular transaction was made on behalf of the partnership, and not on behalf of an individual participant who participated in the transaction. or the names (names) of all its participants and the words "full partnership"; or the name (title) of one or more participants with the addition of the words "and company" and the word "general partnership" when concluding a transaction

Control- The management of the activities of a general partnership is carried out by common agreement of all participants. In accordance with the Civil Code of the Russian Federation, they are vested with equal rights in relation to property and management of the affairs of a general partnership. Each participant has 1 vote.

Capital-minimum and maximum dimensions The share capital is not limited.

Termination of activity- termination of activities on general grounds for the liquidation of a legal entity; in the event that the only participant remains in the partnership, he has the right, within 6 months from this moment, to transform such a partnership into economical society. In cases of withdrawal or death of any of the participants in a full partnership, recognition of one of them as missing, incapacitated or partially incapacitated, or insolvent (bankrupt), opening reorganization procedures in relation to one of the participants by a court decision, liquidation of a legal entity participating in the partnership, 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 general partnership is liquidated, unless the founding agreement of the partnership or the agreement of the remaining participants provides that the partnership will continue its activities.

Examples- 1) Individual entrepreneurs N. I. Ivanov, V. V. Sokolov and E. P. Myagkova on 01.01.10 established a general partnership "Ivanov and Company, a general partnership" whose purpose is to provide consulting services to students.

2) "Anyukova and Aldonina, full partnership"

3) "Samirov and company, full partnership"

Limited partnership

NPA- Civil Code

Definition– part 1 of Article 82. A limited partnership (limited partnership) is a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership.

Establishment of an institution - A limited partnership is created and operates on the basis of a founding agreement. The memorandum of association is signed by all its members

Members - More than two. Full participants (i.e. participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property) can only be individual entrepreneurs and/or commercial organizations. There must also be one or more participants - contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not take part in the partnership's entrepreneurial activities.

Constituent documents - memorandum of association

Name- The company name of a 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.

If the business name of a limited partnership includes the name of a contributor, such contributor becomes a general partner.

Management - 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 the management and conduct of business of the partnership. The highest governing body is the meeting of general partners. 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 founding agreement establishes that all general partners conduct business jointly, or the conduct of business is entrusted to individual participants. In case of joint conduct of the affairs of the partnership by its general partners, the consent of all participants in the partnership is required for the completion of each transaction. If the conduct 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 .

Capital- The minimum and maximum amount of share capital is not limited.

Termination of activities- "by decision of its founders (participants) or a body of a legal entity authorized to do so by the constituent documents, including in connection with the expiration of the period for which the entity, with the achievement of the purpose for which it was created; by a court decision in the event of gross violations of the law committed during its creation, if these violations are irreparable, or the implementation of activities without a proper permit (license), or prohibited by law, or in violation of the Constitution Russian Federation, or with other repeated or gross violations of the law or other legal acts, or when a non-profit organization, including a public or religious organization (association), charitable or other foundation, systematically carries out activities that are contrary to its statutory goals, as well as in other cases, provided for by this Code." Also, a limited partnership may be liquidated in accordance with Article 65 of the Civil Code, when a legal entity is declared bankrupt.

Examples - 1) « Ivanov and Company, Limited Partnership"

2) "Anyukova and Aldonina, partnership in faith"

3) "Samirov and company, limited partnership"

OOO

1.A) Federal Law of February 8, 1998 N 14-FZ "On companies with limited liability"(hereinafter referred to as the Law), adopted on the basis of a direct indication of paragraph 3 of Article 87 of the Civil Code of the Russian Federation and entered into force on March 1, 1998.

B) Civil Code Art. 87-94

C) Federal Laws of April 29, 2008 N 58-FZ, of December 22, 2008 N 272-FZ, of December 30, 2008 N 312-FZ, of July 19, 2009 N 205-FZ, of 2 August 2009 N 217-FZ.

2. A limited liability company is a company whose authorized capital is divided into shares; participants of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. The founders of a limited liability company conclude an agreement between themselves on the establishment of a limited liability company, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the size of their shares in authorized capital companies and other established law about limited liability companies conditions.

An agreement on the establishment of a limited liability company is concluded in writing.

The founders of a limited liability company shall be jointly and severally liable for the obligations associated with its establishment and arising prior to its state registration.

A limited liability company shall be liable for the obligations of the founders of the company related to its establishment only if the actions of the founders of the company are subsequently approved by the general meeting of the participants in the company. The amount of the company's liability for these obligations of the founders of the company may be limited law

4. The founders (Participants) of a Limited Liability Company may be legal entities and citizens, both Russian Federation and foreign. Foreign persons also include citizens and organizations of the CIS countries.

Cannot act as Founders (Participants) of the Company:

members of the Federation Council, deputies of the State Duma;

government officials state power and public administration;

civil servants;

military personnel;

state bodies and local self-government bodies, unless otherwise provided by law.

A society can be founded by one person who becomes its sole participant. The Society may subsequently become a Society with one member. The company cannot have as its sole participant another economic company (LLC, ALC, JSC), consisting of one person.

The number of Founders (Participants) of a Limited Liability Company must not exceed fifty

5. The founding document of a limited liability company is its charter.

The charter of a limited liability company, along with the information specified in article 52, paragraph 2 of this Code, must contain information on the amount of the authorized capital of the company, the composition and competence of its management bodies, the procedure for making decisions by them (including decisions on issues taken unanimously or by a qualified majority of votes) and other stipulated law information about limited liability companies.

6. The trade name of a limited liability company must contain the name of the company and the words "limited liability".7. Governing bodies and control of limited liability companies

The current legislation provides for the possibility (but not the obligation) of the following structure of LLC bodies:

General Meeting of Participants (GMS)

The statutory competence of the GMS can be extended to any extent established by the founders/participants in the charter of the LLC.

At the same time, a unique feature of an LLC is the ability to provide by the Charter that the participants, when voting at the GMS, will have a number of votes that is disproportionate to the size of their shares in the authorized capital of the LLC, that is, regardless of the size of their shares in the authorized capital of the LLC (paragraph 5, clause 1, art. 32 of the Law on Limited Liability Companies). In other cases, the number of votes of participants is proportional to the size of their shares in the authorized capital.

Board of Directors (Supervisory Board)

The competence of the Board of Directors, provided for in the legislation, is recommended for this management body and can also be expanded to any extent established by the founders/participants in the charter of the LLC.

Due to the almost complete absence of any restrictions in the law regarding the Board of Directors, the procedure for the creation and implementation of the activities of this governing body depends entirely on the content of the charter of each LLC, as well as internal documents approved by the GMS.

Executive bodies OOO:

- Collegial executive body (Board, Directorate, etc.)

In an LLC, this governing body is under no circumstances mandatory.

Manages the current activities of the LLC together with the sole executive body.

Due to the almost complete absence of any restrictions in the law regarding the Collegial Executive Body, the procedure for the creation and implementation of the activities of this management body depends entirely on the content of the charter of each LLC, as well as internal documents approved by the GMO.

- Sole executive body (General Director, President, etc.)

This governing body is mandatory in an LLC.

Manages the day-to-day operations of the LLC.

With regard to the sole executive body, the principle of residual competence is used, which implies the presence of the widest scope of powers, only limited by the competence provided for other management bodies of the LLC (that is, it has the right to do everything that is not provided for others).

Audit committee (Auditor)

This body in an LLC is mandatory only if the LLC has more 15 founders/participants

The functionality of the Audit Commission is expressed by the following rights and obligations:

The right to conduct inspections of financial and economic activities at any time;

The right to have access to all documentation related to the activity;

The right to demand from all members of the management bodies and employees of the LLC to give the necessary explanations orally or in writing;

Responsible for reviewing the company's annual reports and balance sheets.

The authorized capital of a limited liability company is made up of the value of the shares acquired by its participants.

(as amended by the Federal law dated December 30, 2008 N 312-FZ)

The authorized capital determines the minimum size of the company's property that guarantees the interests of its creditors. The size of the authorized capital of the company cannot be less than the amount determined law on limited liability companies.

2. It is not allowed to release a participant in a limited liability company from the obligation to pay for a share in the authorized capital of the company.

Payment of the authorized capital of a limited liability company when increasing the authorized capital by offsetting claims against the company is allowed in the cases provided for law on limited liability companies.

(clause 2 as amended by the Federal law dated December 27, 2009 N 352-FZ)

3. The authorized capital of a limited liability company must be at least half paid by its participants at the time of registration of the company. The remaining unpaid part of the authorized capital of the company is subject to payment by its participants during the first year of the company's activity. The consequences of violating this obligation are determined law on limited liability companies.

(as amended by the Federal law dated December 30, 2008 N 312-FZ)

4. If at the end of the second or each subsequent financial year the value of the net assets of a limited liability company turns out to be less than the authorized capital, the company is obliged to declare a decrease in its authorized capital and register its decrease in the prescribed manner. If the value of the specified assets of the company becomes less than a certain law the minimum amount of the authorized capital, the company is subject to liquidation.

5. Reducing the authorized capital of a limited liability company is allowed after notification of all its creditors. The latter have the right in this case to demand early termination or performance of the relevant obligations of the company and compensation for their losses.

The rights and obligations of creditors of credit institutions established in the form of limited liability companies are also determined laws governing the activities of credit institutions.

6. An increase in the authorized capital of a company is allowed after full payment of all its shares.

(clause 6 as amended by the Federal law dated December 30, 2008 N 312-FZ)

8. The activity of the LLC is terminated:

a) by decision of the participants of the LLC, formalized as a decision of the MC;

b) by decision of the court in cases provided for

legislation;

c) if the LLC is declared bankrupt;

d) on other grounds provided for by the current

legislation. (According to the CHARTER of LLC)

Reorganization and liquidation of a limited liability company

1. A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its participants.

Other grounds for the reorganization and liquidation of the company, as well as the procedure for its reorganization and liquidation are determined by this Code and others laws.

2. A limited liability company has the right to be transformed into a business company of another type, a business partnership or a production cooperative.

(clause 2 as amended by the Federal law dated December 30, 2008 N 312-FZ)

9. LLC "PEK", LLC leader, LLC Vector

ODO

1.A) CC ST.95

B) FZ O "LLC"

2,3.4,5,7,8. The rules of this Code apply to the additional liability company. Code about a limited liability company and law on limited liability companies insofar as otherwise is not provided by this article.6. The company name of the company with additional liability must contain the name of the company and the words "with additional liability". 9. ALC "Alliance-furniture", ODO "Steel World", ODO "Stroygarantiya".

1)Joint-stock company. Regulated by the Civil Code of the Russian Federation, Article 96 and the Federal Law of December 26, 1995 "On Joint Stock Companies" (as amended and supplemented, which entered into force on July 1, 2012)

2)Joint-stock company- a company is recognized, the authorized capital of which is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.

Shareholders who have not fully paid for the shares are jointly and severally liable for the obligations of the joint stock company to the extent of the unpaid part of the value of their shares. (Article 96 of the Civil Code of the Russian Federation)

3) Members. Individuals and legal entities may act as participants in the pooling of capital by creating a joint-stock company (participants of the company).

At the same time, participants are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares. Participants who have not fully paid for the shares shall be jointly and severally liable for the obligations of the company to the extent of the unpaid part of the value of the shares they own.

The contribution of a member of the company to the joint capital may be cash, as well as any material assets, securities, rights to use natural resources and other property rights, including the right to intellectual property.

Institution. The creation of a company by founding is carried out by the decision of the founders (founder). The decision to establish a company is made by the constituent assembly. If a company is established by one person, the decision on its establishment is made by this person alone. The decision to establish a company must reflect the results of the voting of the founders and the decisions taken by them on the issues of establishing the company, approving the charter of the company, and electing the management bodies of the company. The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founder in payment for the shares of the company, is taken by the founders unanimously. The election of the management bodies of the company is carried out by the founders by a three-quarters majority vote, which represent the shares to be placed among the founders of the company. The founders of the company conclude a written agreement between themselves on its establishment, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company.

The agreement on the establishment of the company is not a constituent document of the company.

The creation of a company with the participation of foreign investors is carried out in accordance with the federal laws of the Russian Federation on foreign investment.

The number of founders of an open society is not limited. The number of founders of a closed society cannot exceed fifty. A company cannot have as its sole founder (shareholder) another economic company consisting of one person.

4) Constituent documents. Article 11 of the Law on Joint Stock Companies establishes the content of the charter of the company. The charter must contain the following information:

Full and abbreviated trade names of the company

Location of the company

Company type (open or closed)

Number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company

Rights of shareholders - owners of shares of each category (type)

The size of the authorized capital of the company

The structure and competence of the company's management bodies and the procedure for their decision-making

The procedure for preparing and holding a general meeting of shareholders, including a list of issues that are resolved by the company's management bodies by a qualified majority of votes or unanimously

Information about branches and representative offices of the company

Information on the use in relation to the company of a special right to participation of the Russian Federation, a constituent entity of the Russian Federation or municipality in the management of the specified company ("golden share")

other provisions stipulated by the Law on Joint Stock Companies and other federal laws.

5) Capital. The contribution of a member of the company to the joint capital may be cash, as well as any material assets, securities, rights to use natural resources and other property rights, including the right to intellectual property. The value of the property contributed by each founder is determined in monetary form by a joint decision of the company's participants. The combined property valued in monetary terms is authorized capital society.

6)Functioning. The functioning of the joint-stock company is carried out with obligatory observance business conditions established by Russian legislation. As a legal entity, the company is the owner of: the property transferred to it by the founders; products produced as a result of economic activity; received income and other property acquired by him in the course of his activities. The Company has full economic independence in determining the form of management, making economic decisions, marketing, setting prices, wages and profit distribution. The term of the company's activity is not limited or is set by its participants.

7) Liquidation. The Company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements federal law dated December 26, 1995 N208-FZ “On joint-stock companies” and the charter of the company. The company may be liquidated by a court decision on the grounds provided for Civil Code Russian Federation. The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons. In case of voluntary liquidation of the company, the board of directors (supervisory board) of the company being liquidated submits for decision by the general meeting of shareholders the issue of liquidating the company and appointing a liquidation commission. The general meeting of shareholders of a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission.

1)Production cooperative. Regulated by the Civil Code of the Russian Federation Art. 107 and the Federal Law of 05/08/1996 "On Production Cooperatives", ed. from 30.11.2011

2) Production cooperative- a voluntary association of citizens is recognized on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association of its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

3) Members. The number of members of the cooperative cannot be less than five people. Members (participants) of the cooperative may be citizens of the Russian Federation, foreign citizens, stateless persons. A legal entity participates in the activities of the cooperative through its representative in accordance with the charter of the cooperative. Citizens of the Russian Federation who have reached the age of sixteen years and have made the share contribution established by the charter of the cooperative may be members of a cooperative. The number of members of the cooperative who have made a share contribution, participating in the activities of the cooperative, but not taking personal labor participation in its activities, may not exceed twenty-five percent of the number of members of the cooperative taking personal labor participation in its activities.

Constituent documents. The founding document of the cooperative is the charter, approved by the general meeting of members of the cooperative. The charter of a cooperative must determine the trade name of the cooperative, its location, and also contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of obligations to make these contributions; on the nature and procedure for the labor and other participation of members of the cooperative in its activities and on their responsibility for violation of obligations for personal labor and other participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of members of the cooperative for its debts; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for paying the value of a share or issuing the property corresponding to it to a person who has terminated membership in the cooperative; on the procedure for the entry of new members into the cooperative; on the procedure for leaving the cooperative; on the grounds and procedure for exclusion from members of the cooperative; on the procedure for the formation of property of the cooperative; on the list of branches and representative offices of the cooperative; on the procedure for reorganization and liquidation of the cooperative. The charter of a cooperative may contain other information necessary for its activities.

4)Capital. The minimum and maximum size of the share capital is not limited. This is due to the fact that in case of insufficient ownership of the cooperative, its members bear additional (subsidiary) responsibility.

5)Control. The supreme governing body of the cooperative is general meeting its members. In a cooperative with more than fifty members, a supervisory board may be established. The executive bodies of the cooperative include the board and (or) the chairman of the cooperative. Members of the supervisory board and members of the board of the cooperative, as well as the chairman of the cooperative, can only be members of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board (chairman) of the cooperative.

6)Liquidation. Termination of its activities, in which the rights and obligations of the cooperative are not transferred to other persons in the order of succession.

On a voluntary basis, a production cooperative is subject to liquidation by decision of its participants, as well as by decision of the authorized body of the production cooperative - the general meeting. The grounds for voluntary liquidation can be: the expiration of the period for which the production cooperative was created, the achievement (or impossibility of achieving) the statutory goals, etc.

Forced liquidation is carried out by a court decision in cases where the activities of a production cooperative:

carried out without a license;

expressly prohibited by law;

is associated with repeated or gross violation of the law.

The demand for liquidation can be submitted to the court government agency or local government. The basis for liquidation is also the recognition of the cooperative as insolvent (bankrupt).

consumer cooperative

1) NPA

Art. 116 of the Civil Code of the Russian Federation

Federal Law of the Russian Federation of June 19, 1992 N 3085-I "On consumer cooperation (consumer societies, their unions) in the Russian Federation"

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 (in this case, 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 share capital can also be exercised 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 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 the affairs of the partnership 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 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 left the partnership shall be liable for the obligations of the partnership that arose prior to the moment of his 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 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 size 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 size, 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.

General partnership(Article 69 of the Civil Code of the Russian Federation) is a 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.

Business partnerships (both full and limited) are perhaps the first historically established organizational form; its features can be found in the activities of medieval merchants, pre-revolutionary merchant and trading houses. Them feature is that the participants are obliged not only to pool their capitals, but also (as a rule) personally participate in the activities of the organization.

The legal status of general partnerships is determined by the Civil Code of the Russian Federation.

Only commercial organizations or individual entrepreneurs can be participants in general partnerships, and, as the name implies, there must be at least two of them. If only one participant remains, the partnership must be liquidated or transformed into a business entity (Article 81 of the Civil Code of the Russian Federation).

The founding document, which determines the procedure for the operation of a general partnership, is only the constituent agreement. The list of information that it must contain is specified in Art. 70 of the Civil Code of the Russian Federation.

The minimum size of the share capital is not normatively established, it is assumed that when creating a partnership, the participants themselves determine its amount. However, paragraph 2 of Art. 73 of the Civil Code of the Russian Federation establishes the obligation of a partner to make at least half of his contribution to the share capital by the time of registration. The rest must be paid within the terms established by the memorandum of association. Based on the fact that the main purpose of the stock capital is to guarantee the rights of creditors if the organization has no other property, such a rule is justified, since in a full partnership the guarantee is all the personal property of the participants (they bear joint and several subsidiary liability).

In accordance with Art. 71 of the Civil Code of the Russian Federation, the management of the activities of a full partnership is carried out by common agreement of all participants, unless otherwise provided by the memorandum of association (i.e., all issues are resolved as a general rule by a meeting of participants).

Conduct business on behalf of the partnership, in accordance with Art. 72 of the Civil Code of the Russian Federation, each comrade can (any of them is granted the right to act on behalf of the organization without a power of attorney and special powers). This means that in such organizations there is no director position that we are used to ( CEO) - transactions can be made by each partner without the consent and notification of the others. In practice, this rule is one of the reasons that general partnerships are usually created by close relatives or acquaintances, they are family businesses.

Indeed, as a result, a situation may arise in which one participant will be liable with his property under an agreement concluded by another partner (and the first one may not even know about the conclusion of such a transaction). However, in the memorandum of association it may be established (clause 1 of article 72 of the Civil Code of the Russian Federation) that the conduct of business of the partnership is carried out jointly (in this case, the consent of all participants is required for each transaction) or can be entrusted to only one participant (while the rest can act only by proxy).

A participant who has the right to conduct business on behalf of the partnership is not entitled, without the consent of the other participants, to make transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that are the subject of the partnership's activities (clause 3, article 73 of the Civil Code of the Russian Federation). Thanks to this norm, a conflict between the interests of the partnership and the personal interests of its participant is excluded. Since each of the comrades is an independent economic entity in itself, it would naturally be more profitable for him to conclude an agreement on his own behalf and receive all the profit himself, rather than share it with others.

Another reason for the unpopularity of general partnerships in modern Russian conditions is the consolidation of the principle of full responsibility of the participants. All partners (Article 75 of the Civil Code of the Russian Federation) jointly and severally bear subsidiary liability with their property for the obligations of the partnership. This norm is imperative and cannot be changed by agreement of the founders. The subsidiarity of liability means that the creditor is obliged to first declare a claim for the performance of the obligation to the partnership itself as an independent subject of law, and only in case of non-performance or incomplete performance in the remainder of the claim can be presented to the participants.

Solidarity, on the other hand, means that the entire demand for execution may be declared to any of the comrades at the choice of the creditor. For example, the amount of the partnership's debt to pay for products amounted to 100 thousand rubles, of which the partnership itself was able to pay only 20 thousand rubles. The remaining amount (80 thousand) the creditor can declare for payment to any of the comrades, who, quite possibly, will have to sell his personal property in order to pay the debt.

A member of the partnership may withdraw from it by declaring the forthcoming withdrawal at least 6 months before the actual withdrawal. If the partnership was established on certain period, its participant can leave the company only if there are good reasons (Article 77 of the Civil Code of the Russian Federation). Upon withdrawal, he is paid the value of a part of the property corresponding to the share of this participant in the share capital.