The authorized capital of a general partnership is. What kind of form of ownership is this - a general partnership, the goals of its creation

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 between themselves on the creation of an enterprise for the joint management of a certain economic activity.

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 At the same time, the remaining participants contribute the amount paid to the withdrawn, or reduce the amount share capital.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 activity 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 activities and bear the risk of losses of the partnership within the limits 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 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, the requirements for minimum size share capital, is not established in Russian legislation.

Contract and capital

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

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

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

The structure of the memorandum of association

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

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

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

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

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

Rights of participants in a general partnership

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

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

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

Obligations of participants in a general partnership

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

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

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

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

Joint business

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

Revenue distribution

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

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

Responsibility

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

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

Leaving a partnership

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

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

Specifics of limited partnerships

Russian law allows such legal forms 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 a different legal form of doing 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.

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

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

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

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

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

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

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

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

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

Number of participants: Minimum - 2.

A 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.

The latter circumstance must not be forgotten, since it is the main difference between a general partnership and the most widespread limited liability companies.

Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A participant in a full partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. The participant who left the partnership is liable for the obligations of the partnership that arose before the moment of his retirement, on an equal basis with the remaining participants within 2 years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. The agreement of the participants in the partnership to limit or eliminate the liability of the participants is void.

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

A general partnership is created and operates on the basis of a constituent agreement, the constituent agreement is signed by all its participants.

The decision to establish a partnership must contain information on the establishment of the partnership, approval of its charter, on the procedure, amount, methods and terms for the formation of the property of the partnership, on the election (appointment) of its bodies, information on the results of the vote of the founders on the establishment of the partnership, on the procedure for joint activities of the founders to create a partnership.

A written protocol is drawn up on the adoption of the decision of the meeting of founders. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) the date, time and place of the meeting;

2) information about the persons who took part in the meeting;

4) information about the persons who conducted the counting of votes;

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

The memorandum of association of a general partnership must contain, among other things, information on the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as conditions on the size and composition of the share capital of the partnership; 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.

A general partnership is subject to state registration with an authorized government agency in the manner prescribed by the law on state registration of legal entities.

For the state registration of a general partnership, it is necessary to submit to the registering body an application drawn up in the prescribed form, a decision on the establishment or a protocol of the meeting of founders, founding documents and a document confirming the payment of the state fee.

When a foreign legal entity participates in the establishment of a general partnership, an extract from the register of foreign legal entities of the respective country of origin or other proof of the legal status of the foreign legal entity – founder, which is equal in legal force, is also required.

Russia has various legal types entrepreneurial and non-profit organizations. A general partnership stands out in a special way - an organizational and legal type of entrepreneurship, which is now used less and less. Distinctive feature lies in the level of responsibility of partners.

General partnership - what is it?

It is customary to separate various legal forms of entrepreneurial, and not only, activities. They differ in their specifics, features and level of responsibility. Among the requests “partnership complete characteristic” you can find a huge amount of information about various aspects of this organizational and legal type. Also close in meaning is a society on faith. They differ only in some obligations and responsibilities of the participants.

Distinctive features of full and business entities on faith are the following:

• the sole and main constituent act is the contract;
• occupation is the implementation of commercial activities;
• participants in a general partnership and a society on faith function on its behalf;
• the partnership is formed at the expense of the authorized capital;
• responsibility for the work of the company is joint and several, as well as subsidiary, i.e. any of the participants is responsible for capital in proportion to the invested share.

The name of the organization must contain the names or surnames of its members with the addition “general partnership”. Similarly, it can be compiled on the basis of the data of one person, but then it is required to add “and the company”.

The work of general partnerships and societies on faith is regulated by federal and civil legislation, namely Federal Law No. 51 and.

Authorized capital of a general partnership

Like any economic entity engaged in entrepreneurship and commerce, a complete and limited company must have an initial (authorized capital). It is formed from the contribution of each of the participants and determines their share of the income and losses in the future. Minimum and largest size of the authorized capital are not established by law, and therefore are determined by the founders independently.

Number of participants in a general partnership

According to civil law a general partnership and a society based on faith cannot have only one person in its composition. There must be at least two organizers. However, membership is limited to legal entities. Participants can be individual entrepreneurs or individual entrepreneurs.

There are no maximum allowable values ​​for the number of partners. At the same time, the rights, as well as the responsibility of the participants, are disbanded in proportion to their share of the funds that were contributed to the initial capital. The income and expenses are distributed according to the same principle. Each partner is responsible.

It is important that a person who is a member of a society cannot be a member of other similar organizations. And when all members leave, in the case when one participant remains in the partnership, it is possible to reorganize into another business entity within six months.

Management bodies of a general partnership

A distinctive feature of a general partnership and a society on faith is trust management. Decisions are made jointly, by all participants, or by voting. The principle determines the memorandum of association. He can also determine which of the members has what vote weight.

Based on the fact that each of the partners functions on behalf of the partnership on faith and is responsible for its activities, then everyone has the right to conclude transactions. Exceptions are possible if the contract stipulates the conduct of economic activities by one or more specific members. In this case, the rest will need a power of attorney to draw up commercial agreements.

Economic full partnership - the essence

The definition, characteristics, and features of faith-based entrepreneurship speak volumes about its essence. It lies in the joint activities of all partners and the same responsibility. The amount of profit received, reimbursable expenses, as well as rights and obligations is based on the amount of funds invested in the initial capital of a full liability company.

Federal Law on full partnership

The law regulates the activities economic organizations, including such a form of entrepreneurship on full responsibility. In particular, the rules for organizing such communities are described in federal law number 51. He describes the main issues concerning the organization of this form of business on faith:

• requirements for the main contract;
• the order of organization of society;
• the procedure for carrying out activities;
• rights and obligations of participants;
• the procedure for the liquidation of the partnership, as well as the exit from it.