A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out business 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 participant-investors (command partners) who bear the risk of losses, related to the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of the partnership entrepreneurial activity. Commanders can make a contribution not only in cash, but also in the form of providing premises, vehicles and in other ways.

This organizational and legal form of the enterprise expands the economic base of the limited partnership, allows you to attract additional capital, persons interested in the profitable placement of their free cash and material resources, allows you to accumulate funds for large-scale entrepreneurial activities. However, investor participants must have trust in those to whom they transfer their funds in order to avoid losses from unsuccessful business dealings. Therefore, this organizational and legal form is called a “limited partnership.”

The position of general partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the same rules as for participants general partnership. A person can be a general partner in only one limited partnership. The business name of a limited partnership must contain, like a general partnership, the names of all general partners and the phrase “limited partnership.” If in brand name limited partnership includes the name of the investor, such investor becomes a general partner. The rules established by the Civil Code of the Russian Federation for a general partnership apply to a limited partnership.

Limited partnership is created and operates on the basis of a constituent agreement, which is signed only by general partners and must contain the same information as the constituent agreement of a general partnership.

Management of the partnership's activities is carried out by the general partners. Investors do not have the right to participate in the management and conduct of affairs of a limited partnership or act on its behalf except by proxy. They do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership.

An investor in a limited partnership is required to make a contribution to the authorized capital. The contribution by the investor to the authorized capital of the partnership is certified by a certificate of participation issued to the investor by the limited partnership.

The Civil Code defines the following rights of the depositor:

receive a portion of the limited partnership's profits due to its share in authorized capital;

get acquainted with the annual reports and balance sheets of the partnership;

upon completion financial year leave the limited partnership and receive your contribution;

transfer your share in the authorized capital or part thereof to another investor or a third party;

The constituent agreement of a limited partnership may also provide for other rights of the investor.

A limited partnership, where the general partner is a commercial legal entity, and the investor is any person, has a certain attractiveness for entrepreneurs.

The legislation on income tax of enterprises and organizations determines that funds credited to the authorized capital of an enterprise by its founders in in the prescribed manner, are not subject to withdrawal. But the investor of a limited partnership has the right to withdraw his contribution from the property of the partnership.

A limited partnership is very convenient for those who want to provide a commercial loan at minimal cost, that is, for investors.

However, for the same reasons as general partnerships, limited partnerships have not become widespread in Russia.

PARTNERSHIP ON VERA (LIMITED PARTNERSHIP)

Partnership of faith: concept and general characteristics

Along with full partnerships, there are also limited partnerships (limited partnerships). In accordance with Art. 82 of the Civil Code, a limited partnership is recognized as a partnership in which, along with the participants who carry out business activities on its behalf and are liable for its obligations with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities partnerships, within the limits of the amounts of contributions made by them and do not take part in the entrepreneurial activities of the partnership.

The main features of a limited partnership (limited partnership) are as follows:

a) only general partners take part in his business activities, but not investors;

b) general partners of a limited partnership jointly and severally bear subsidiary liability with their property for its obligations.

c) a person can be a general partner in only one limited partnership. Investing members have the right to participate in several limited partnerships, because such membership is not associated with mandatory participation in activities;

d) a participant in a general partnership cannot be a general partner in a limited partnership, since he is obliged to take part in business activities on his behalf. Equally, a general partner of a limited partnership cannot be a participant in the general partnership. However, the contributing members of a limited partnership can be participants in a general partnership, since Art. 82 of the Civil Code does not contain any prohibition regarding investors.

There are other restrictions. Thus, institutions financed by the owner can be investors in a limited partnership only with the consent of the owner. The same applies to state-owned enterprises. State bodies and local self-government bodies do not have the right to be depositors, unless otherwise provided by law (clause 4 of article 66 of the Civil Code).

The investor must automatically become a general partner if his name is mentioned in the business name of the limited partnership. If such investor disagrees, it is necessary to change the business name and the memorandum of association of the limited partnership.

The memorandum of association is the only constituent document of a limited partnership. Only full comrades sign the agreement and decide to change it.

The constituent agreement of a limited partnership must contain information about the participation in it - along with general partners - of investors. Due to the fact that the law does not define the specific level of responsibility of the participant-contributor, the constituent agreement must define their responsibility for violating the obligation to make a contribution to share capital. As for the similar liability of general partners, if there is no mention of this in the constituent agreement, the rule established in paragraph 2 of Art. 73 Civil Code. If the founding agreement provides for the liability of general partners, then it applies.

By general rule The constituent agreement must contain information about:

that the participants in a limited partnership undertake to create precisely this type commercial organization;

ok joint activities to create a partnership; conditions for the participants to transfer their property to the partnership;

conditions for participation by general partners and investors in the activities of a limited partnership;

conditions and procedure for distributing the net profit of the partnership between fellow investors and general partners;

conditions and procedure for distribution of the partnership's losses between them;

conditions for leaving the partnership;

the size and composition of the partnership's share capital (this information is also reported to the body state registration legal entities, art. 12 Federal Law dated 08.08.2001 “On state registration of legal entities”);

the size and procedure for changing the shares of each of the general partners in the share capital. Similar information about the share of a fellow investor does not have to be reflected in the founding agreement of the partnership;

the amount, composition, timing and procedure for making contributions by general partners (and no more) to the joint capital of the partnership;

liability of general partners for violation of obligations to make contributions to the share capital;

the total amount of deposits made by investors. Even if the constituent agreement specifies the amount of contribution of each investor (this is possible at the request of the founders), then in this case it is also necessary to indicate the total amount of these contributions;

brand name. It must contain either the names (titles) of all general partners and the phrase “limited partnership” or “limited partnership”, or the name (name) of at least one general partner with the addition of the words “and company”, as well as the above phrase;

location of the partnership. It is determined by the place of state registration;

order of its management.

The constituent agreement of a limited partnership must also contain other information, the inclusion of which:

expressly provided for by law;

demanded by the participants (general partners) of the limited partnership themselves.

All management issues are decided only by the full comrades unanimously. However, a different procedure may be established in the constituent agreement; in addition, it can be established that the most important issues are decided on the principle of unanimity, while others are decided by a simple or qualified majority (2/3, 3/4, etc.).

Limited partnership(limited partnership) is “a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with all their property (general partners), there are one or more participants (investors, limited partners) who bear the risk of losses related to the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities” (Clause 1 of Article 81 of the Civil Code).

In a limited partnership there are two categories of participants: 1) complete comrades who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property; 2) limited partners – do not take part in the partnership’s business activities and bear the risk of losses associated with the activities of the partnership, within the limits of the contributions they made.

The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are no different from their position and responsibility in a general partnership. Therefore, a person can be a general partner in only one limited partnership, and a participant in a general partnership cannot be a general partner in a limited partnership (clause 3 of Article 81 of the Civil Code).

The rules on general partnerships apply to a limited partnership, unless this contradicts the law on limited partnerships.

The business name of a limited partnership must contain either the names of all general partners and the words “limited partnership,” or the name of at least one general partnership plus the words “and company” and the words “limited partnership.”

Constituent document of a limited partnership is the memorandum of association. It is signed by all full comrades. The founding agreement of a limited partnership must contain all the information that must be contained in the founding agreement of a general partnership, plus a condition on the total amount of contributions made by investors. The relations of limited partners (investors) with general partners are determined on the basis of agreements on making contributions. The contributions of individual investors may be unequal, but the articles of incorporation may provide that the contributions made be equal.

Minimum size The authorized capital of a limited partnership is set at 400 euros (for those that are created to carry out primarily production activities - in the amount of 50% of the specified minimum amount).

Management of the activities of a limited partnership is carried out only by general partners in the same manner as in a general partnership. Investors do not have the right to participate in the management of the affairs of a limited partnership, but can act on its behalf by proxy. The authorized capital of a limited partnership is formed according to the same rules by which the authorized capital of a general partnership is formed. The investor of a limited partnership is obliged to make a contribution to the authorized fund, which is certified by a certificate issued to the investor by the partnership.

An investor in a limited partnership has a number of rights:

1. receive part of the partnership’s profit due to its share in the authorized capital, in the manner prescribed in the constituent agreement;

2. get acquainted with the annual reports and balance sheets of the partnership;

3.at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the founding agreement;

4. transfer your share in the authorized capital or part thereof to another investor or a third party. In case of transfer of share
(its part) to a third party, other investors enjoy the preemptive right to purchase the transferred share (its part). General partners of the same partnership in this case are treated as third parties.

If all investors leave the limited partnership, it is liquidated. However, general partners, instead of liquidating a limited partnership, can convert it into a general partnership, as well as into unitary enterprise in cases where one participant remains in the partnership (clause 1 of Article 85 of the Civil Code).

A limited partnership is liquidated on the same grounds as on the general grounds for liquidation of legal entities.

When a limited partnership is liquidated, including in the event of economic insolvency (bankruptcy), investors have a priority right over general partners to receive contributions from the property of the partnership remaining after the claims of its creditors have been satisfied. The property of the partnership remaining after this is distributed between general partners and investors in proportion to their shares in the authorized capital, unless otherwise established by the founding agreement (clause 2 of Article 85 of the Civil Code).

The main difference between a limited partnership and other organizational and legal forms of economic activity is that it consists of two groups of participants closely related to each other. Some of them carry out entrepreneurial activities on behalf of the partnership and are liable with all their property and for all obligations of the partnership, regardless of the size of the share of property they contributed (in this sense, liability is unlimited for them), involving for this, if necessary, their personal property. In fact, they are full partners and, as it were, constitute a full partnership within a limited partnership.

In a limited partnership, the increased responsibility of the general partners determines and guarantees the trust of the main participants, which is the center of gravity of the limited partnership.

Other participants (investors, limited partners) make contributions to the property of the partnership and are liable for the obligations of the partnership only with this contribution, but not with personal property. Since their contributions become the property of the partnership, they bear only the risk of loss, and do not risk as much as full liability partners, so the limited partners are excluded from the conduct of the affairs of the partnership. They have the right to receive income from contributions and information about the activities of the partnership, but they are forced to fully trust the participants with full responsibility regarding the use of the partnership's property. This is where the essence of the name “fellowship of faith” comes into play.

Limited partnerships can raise more significant capital than general partnerships, because It is always easier to find people who are willing to risk a predetermined amount than those who will gamble their entire capital.

And yet, as practice shows, a limited partnership unites a small number of persons, and it arises, as a rule, from general partnerships dissolved after the death or recognition of one of the participants as incapacitated. Often, heirs, not wanting to acquire the status of an entrepreneur in a general partnership, agree to become members of a limited partnership. In this case, former participants become full comrades.

The number of partners in a partnership can be any, but the minimum number is two: one full and one part-time partner (paragraph 2, clause 1, article 86 of the Civil Code of the Russian Federation). The maximum limit is not defined.

A limited partnership arises on the basis of a constituent agreement, which is signed by all general partners (Clause 1, Article 83 of the Civil Code of the Russian Federation). It must contain the name of the partnership, its location, the management procedure, the terms of distribution of profits and losses, the size and composition of the share capital, the procedure for changing the shares of each of the general partners in the share capital, the size, composition, terms and procedure for making contributions, their responsibility for violation of their obligations to make deposits, the total amount of deposits made (Clause 2 of Article 83 of the Civil Code of the Russian Federation)

The special position of general partners in a limited partnership affects its name. It includes only the names of general partners and the words “limited partnership” or “limited partnership”, or the name of at least one general partner with the addition of the words “and company” and the words “limited partnership” or “limited partnership” (Article 4 .82 Civil Code of the Russian Federation).

The procedure for managing them is also particularly unique in limited partnerships. Each of the two groups of comrades can participate in management on a variety of grounds.

Investors take a certain personal part in the activities of the partnership, for example, expressing their opinions, objections, giving advice, exercising control, and representation by proxy. They have the right to participate in general meeting, get acquainted with the annual reports and balances, receive part of the partnership’s profit due to their shares in the joint capital, at the end of the financial year, leave the partnership and receive their contribution, transfer their share or part of it to another investor or a third party. The latter can be carried out without the consent of the partnership or general partners. If the investor intends to sell his share or part of it to a third party, other investors have the right of first refusal (subclause 4, clause 2, article 85, clause 2, article 93, article 250 of the Civil Code of the Russian Federation). The list of rights established by law for investors can be supplemented in the constituent agreement.

As for the obligations of investors, the Civil Code of the Russian Federation is laconic on this matter and provides only two, but fundamental ones: the obligation to make a contribution to the share capital and obtain a certificate of participation in the partnership; the obligation not to challenge the actions of general partners in managing and conducting the affairs of the partnership. The last of these duties may seem unfair at first glance. But if we consider that the investor has the right to control the actions of general partners, the right to inspect documentation, check inventory, the right to give or not give consent to general partners regarding a transaction that goes beyond ordinary transactions, then perhaps this establishment is justified.

A limited partnership may undergo changes in its composition and even be liquidated. At the same time, it is, in principle, subject to the rules addressed by law to general partnerships. There are, however, differences.

The death of a general partner ends his personal participation, which does not pass to his heirs. They acquire property rights and can become investors. The death of an investor does not affect the structure of the partnership in any way; only the replacement of persons occurs if there are heirs who want to join the partnership. In any case, the partnership will remain if at least one general partner and one investor remain (paragraph 2, paragraph 1, article 86 of the Civil Code of the Russian Federation).

When a limited partnership is liquidated, investors not only have a preferential right over general partners to receive their contributions or their cash equivalent from the property of the partnership, that is, they are one of the creditors of the partnership, but also participate in the distribution of the remainder of the property of the partnership after satisfying the claims of creditors, that is, they have the right to a liquidation quota (clause 2 of Article 86 of the Civil Code of the Russian Federation).

A limited partnership is liquidated upon the departure of all investors participating in it. However, general partners have the right, instead of liquidation, to convert the limited partnership into a general partnership.

Current legislation establishes the possibility of implementing commercial activities through the establishment of organizations with authorized capitals divided into the corresponding shares of the founders. These organizations can be created in the form of partnerships, which, in turn, can be formed in such organizational and legal types as general partnerships and limited partnerships. The immediate features of the organization and functioning of the latter will be discussed below.

Limited partnership: concept

This is a commercial organization whose members are divided into two groups. The first includes subjects (called general partners) who act on behalf of limited partners and are liable for the obligations of the latter with all their property. The second group consists of entities (called limited partners) who do not directly participate in the partnership’s commercial activities and bear the risk of probable losses caused by the latter, within the limits of the amounts they contributed to the authorized capital of contributions.

Basic provisions

Participants in a limited partnership who have the status of general partners carry out their activities and also bear responsibility for the corresponding obligations of the latter, in accordance with the standards established by civil law regulating the activities of participants in the general partnership.

Entities with the status of general partners have the right to participate exclusively in one limited partnership. In turn, entities that are participants in a general partnership do not have the right to have the status of general partners in a limited partnership.

The number of partnership participants with limited partner status cannot exceed twenty. If the specified amount is exceeded, the limited partnership must be converted into business society over a one-year period. If, at the end of the specified period, the partnership is not transformed or the number of limited partners is not reduced to the established limits, then the partnership must be subject to liquidation through judicial proceedings.

The provisions of civil law that regulate the activities of a general partnership may be applied to the work of a limited partnership if they do not conflict with the legislative standards ensuring the functioning of a limited partnership.

About the brand name

Another requirement provided for by law that a limited partnership must meet is this. The latter must necessarily be formulated in one of the following options:

• the names of all general partners with the addition of the phrase “limited partnership”;
• the name of at least one general partner with the addition of the phrase “limited partnership and company.”
  

In the event that the name of any investor is included in the company name, the latter acquires the status of a general partner.

Articles of Association

The creation and subsequent activities of a limited partnership are carried out in accordance with the provisions of which are signed by all persons having the status of full partners.

In addition to those provided for in Art. 52 of the Civil Code of the Russian Federation, a limited partnership agreement must include the following information:

• conditions determining the size and composition of the share capital;
• the amount of capital shares belonging to each of the general partners;
• the procedure for changing the latter;
• composition, as well as the timing and procedure according to which contributions are made;
• liability for violation of the said order;
• the total amount of deposits made by entities with the status of depositors.

Liability of a limited partnership

As provided by law, a limited partner is liable for its obligations with all the property it owns. If the latter turns out to be insufficient to cover the debt under the obligations, creditors have the right to present their claims against all general partners or against any of them.

A general partner who does not have the status of a founder of a limited partnership is liable for obligations (that arose before his entry into the latter) to the same extent as all other general partners.

A general partner who has left a limited partnership is liable for the obligations of the latter that arose before the moment of his withdrawal to the same extent as all other participants. The period of liability for the said partner is two years, calculated from the date of approval of the report on the activities carried out by the partnership for the year in which the disposal occurred.

Management of the partnership's activities

Another issue that needs to be considered when studying a limited partnership is how it is managed. So, management of the functioning is carried out exclusively by entities with the status of full partners. The direct management procedure, as well as the conduct of business activities, by general partners is carried out in accordance with the rules established by law for general partnerships.

Limited partners do not have the right to participate in the management of the latter and cannot challenge the actions performed by the general partners related to the management of the partnership and the conduct of its affairs.

So, having considered all of the above, we can come to the conclusion that a limited partnership is one of the actively used forms of commercial activity by a legal entity, which has certain specifics, the understanding of which allows for fairly efficient business conduct.