Civil legal status of business companies and partnerships. Business partnerships and societies

21.09.2019

Business partnerships, societies, production cooperatives are associations of subjects and their property. They are created to implement various entrepreneurial activity. Let's take a closer look at them.

General information

A business company, business partnership, or cooperative is created to achieve a specific economic goal. Management in any of the associations is carried out by the general meeting. It acts as the highest administrative body. Cooperatives and business partnerships differ in the way they distribute income. In the first, it is carried out according to the labor contribution of each member, in the second, depending on the size of the contribution or share. Business partnerships and societies receive ownership of property that is received in the course of their activities. What these associations have in common is that the share (authorized) capital is divided into shares. Each of them belongs to a specific participant. The degree of participation in the distribution of final profits will depend on the size of the share. Business partnerships and societies are formed according to various rules. The procedure for the formation of associations is established in the Civil Code, as well as federal laws. Let us next consider the features of a business partnership.

Specifics of HT

Business partnerships are commercial organizations. They are formed by two or more persons to carry out joint entrepreneurial activities. Such an association cannot be created by one subject. Only commercial organizations and entrepreneurs act as participants. State structures and bodies cannot be members of these associations local authorities, unless otherwise provided by law. The legal status of business partnerships is established in the Civil Code and the relevant Federal Laws.

Participants

They have certain capabilities and responsibilities. In particular, they have the right:

Participate in the administrative work of the association to one degree or another.
Receive information about the activities of the enterprise.
Participate in income distribution.
Receive part of the property remaining after settlements with creditors during liquidation.

Participants are required to make contributions to the authorized capital in the amount and manner established by the constituent documents, and also not to disclose confidential information relating to the work of the association.

Forms of business partnerships

The associations in question are contractual. That is, they are created on the basis of an agreement between the participants. The legislation provides for the following types of business partnerships:

Responsibility

Full business partnerships are distinguished by the fact that in them the distribution of losses and profits is carried out in accordance with the participant’s share in the capital. Despite the protection of the interests of creditors by the property liability of the members of the association, they are liable for obligations subsidiarily. In this case, the creditor, if the enterprise’s property is insufficient, can make a claim against all participants at the same time or against one of them. Vicarious liability is, therefore, joint and several and additional to the obligations of the association itself.

Disposal of shares

A participant in a general partnership can withdraw from it at any time. At the same time, he declares his refusal from further membership at least six months before the actual date of withdrawal. Upon departure, a participant is entitled to payment of the value of part of the association’s property, equal to his share in the capital. By agreement, it can be issued in kind rather than in cash. A participant can exchange, sell, or donate his share in the capital to another member of the association or a third party. To carry out this transaction, he must obtain the consent of other partners.

Features of liquidation

The legal status of business partnerships presupposes the presence of more than one member in the association. If there is only one participant left in it, it is subject to liquidation. At the same time, he is given a period of six months to transform the association. It can be reorganized into any economic company. The legislation also provides general grounds for the liquidation of an association. It is carried out according to established order with the creation of a commission, drawing up a balance sheet, settlements with creditors and members of society.

Control

Features of administration are determined in the Civil Code. The law establishes that the adoption of certain management decisions carried out by agreement of all participants of the association. Business partnerships are distinguished by the fact that, regardless of the size of the contribution, each member has only one vote. Exceptions to this rule may be established along with this memorandum of association.

Mandatory requirements

They relate to the constituent agreement and the name of the association, as well as the participation of the entity in other partnerships. The agreement must contain information about the size and composition of capital, the procedure and amount of changes in the shares of members. The agreement specifies the period, rules, amount of contributions, and also stipulates cases of prosecution for violation of obligations to make deposits. Business partnerships must have a corporate name. Legislation establishes the rules according to which the name of the association is chosen. To identify the enterprise and its members, it must contain the names or titles of all members or one or more members with the addition of the phrase “and company.” In addition, the name must include “business partnership”. The individual property liability of each member of the association determines the ban on his participation in other similar legal entities.

Conclusions

Taking into account the above information, we can formulate the main characteristics that commercial business partnerships have:

The foundation agreement serves as the basis for the formation and implementation of the activities of the association.
Business societies do not have a charter.
Entrepreneurial activities are carried out by participants. This provision determines the specifics of the subject composition. Only commercial enterprises and entrepreneurs can be present in the partnership.
In addition to the association itself, its participants are also responsible for the obligations of the association.
A general partnership is commercial enterprise. This means that it is formed to carry out entrepreneurial activities.

Limited partnerships

They are liable for the obligations of the association with their own property in the same amount. It is a multiple of the value of their deposits. The authorized capital of an ALC cannot be less than one hundred times the minimum wage. In this regard, such a company has great opportunities to provide guarantees for the interests of creditors. A joint-stock company is an association whose authorized capital is divided into a specific number of shares. Securities certify the binding rights of its participants. The creation of a joint stock company is carried out according to the constituent procedure. However, the Federal Law "On joint stock companies" provides special and general rules for their formation. Special attention The said normative act focuses on the creation of a joint-stock company through reorganization and transformation.

Founders

They can be either citizens or legal entities. The number of founders in a joint-stock company cannot be more than 50. They cannot be government agencies, as well as local government structures, unless otherwise provided by law. The acquisition of the rights of a legal entity coincides with the moment of state registration of the joint-stock company.

Key Points

The minimum amount of capital is established by law. For open joint-stock companies it is no less than 1000 times, and for closed joint-stock companies it is no less than one hundred times the minimum wage determined by the Federal Law at the time of registration of the association. CJSC and OJSC differ not only in size authorized capital. In these societies, the subject composition and status of participants are different. A closed joint stock company is a joint stock company whose securities are distributed only among the founders and among persons included in a pre-specified circle. Members of a closed joint stock company have a preemptive right to purchase shares that are sold by other shareholders. This provision is established in Art. 997 in part 2 of the Civil Code.

Competence of management bodies

JSC is characterized by a three-tier management structure. It includes:

General meeting.
Supervisory board (board of directors). It is formed without fail in companies with more than 50 participants.
Executive body. It can be collective or individual.

The General Meeting decides on:

Liquidation/reorganization of the company.
Decrease/increase in authorized capital.
Formation of the executive apparatus.
Approval of balance sheets, annual reports, accounts of losses and profits, distribution of income and expenses, and so on.

The competence of the board of directors includes general management activities of the association. The only exceptions are issues that fall under the jurisdiction of general meeting. The executive body manages the current activities of the enterprise. Participants are not liable for the obligations of the JSC and bear the risks associated with their activities within the limits of the shares they have.

Other associations

In addition to the above companies, there are affiliates and subsidiaries. The latter include such associations, the decisions of which are determined by another main partnership or company. This phenomenon occurs due to the predominant participation of the latter in authorized capital subsidiary, on the basis of an agreement concluded between them or for other reasons. The parent company has the right to give binding instructions. In this case, the subsidiary is not liable for its debt. The parent company is jointly and severally liable for transactions concluded by the reporting enterprise in pursuance of the instructions received. In case of insolvency subsidiary company due to the fault of a superior, the latter is liable subsidiarily for the debts of the former. An association in which 20% of the voting shares of a joint-stock company or 20% of the authorized capital of an LLC belongs to another company is considered dependent. The boundaries of mutual participation, the number of votes that one legal entity can use at a general meeting, are established by law.

Question:

Legal status of business partnerships

Answer:

Legal status of business partnerships

Business partnerships are commercial organizations with shared capital divided into the contributions of participants. Property created through the contributions of participants, as well as produced and acquired by a business partnership in the course of its activities, belongs to it by right of ownership.

Business partnerships can be created in the form of a general partnership and limited partnership. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations. A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them. A person can be a member of only one general partnership.

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

Investors in limited partnerships can be citizens and legal entities. State bodies and local government bodies do not have the right to act as investors in limited partnerships, unless otherwise provided by law. Owner-financed institutions may be participants business entities and investors in partnerships with the permission of the owner, unless otherwise provided by law.

A 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 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 implementation of entrepreneurial activities by the partnership.

The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are determined by the rules of the Civil Code on participants in a general partnership. A person can be a general partner in only one limited partnership. A participant in a general partnership cannot be a general partner in a limited partnership. A general partner in a limited partnership cannot be a participant in the general partnership.

The company name of a limited partnership must contain either the names (titles) 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 name of an investor is included in the business name of a limited partnership, such investor becomes a general partner. The rules of the Civil Code of the Russian Federation on general partnership are applied to a limited partnership insofar as this does not contradict the rules of the Civil Code of the Russian Federation on limited partnership.

Business law
Supereka S.V.
2009

1. Economic partnerships and societies are recognized corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.

The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants provided for by it is entered into the unified state register legal entities.

2. In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

3. Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership).

4. Business companies can be created in the organizational and legal form of a joint stock company or a company with limited liability.

5. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.

Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities (Article 125).

6. State bodies and local government bodies do not have the right to participate on their own behalf in business partnerships and companies.

Institutions may be participants in business companies and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.

Participation may be prohibited or limited by law individual categories persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.

7. Features of the legal status of credit organizations, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, investment fund management companies, mutual funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

Contributions to the property of a business partnership or company

1. The contribution of a participant in a business partnership or company to its property may be cash, things, shares (shares) in the authorized (joint) capital of other business partnerships and companies, state and municipal bonds. Such a contribution may also include exclusive and other intellectual rights and rights under license agreements subject to monetary value, unless otherwise provided by law.

2. The law or the constituent documents of a business partnership or company may establish the types of property specified in paragraph 1 of this article, which cannot be contributed to pay for shares in the authorized (share) capital of the business partnership or company.

Basic provisions on the authorized capital of a business company

1. The minimum amount of authorized capital of business companies is determined by the laws on business companies.

The minimum amounts of authorized capital of business companies carrying out banking, insurance or other activities subject to licensing, as well as joint-stock companies using an open (public) subscription for their shares, are established by laws that determine the specifics of the legal status of these business companies.

2. When paying for the authorized capital of a business company, funds must be contributed in an amount not lower than the minimum amount of the authorized capital (clause 1 of this article).

The monetary valuation of a non-monetary contribution to the authorized capital of a business company must be carried out by an independent appraiser. Participants in a business company do not have the right to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser.

3. When paying for shares in the authorized capital of a limited liability company not in cash, but with other property, the participants of the company and an independent appraiser, in the event of insufficient property of the company, jointly and severally bear subsidiary liability for its obligations to the extent of the amount by which the property contributed to the authorized capital is overvalued , within five years from the date state registration company or making appropriate changes to the company’s charter. When contributing to the authorized capital of a joint stock company, do not cash, and other property, the shareholder who made such payment, and the independent appraiser, in the event of insufficiency of the company’s property, jointly and severally bear subsidiary liability for its obligations to the extent of the amount by which the property contributed to the authorized capital is overvalued, within five years from the date of state registration of the company or introducing appropriate amendments to the company's charter.

The rules of this paragraph on the liability of a company participant and an independent appraiser do not apply to business companies created in accordance with the laws on privatization through the privatization of state or municipal unitary enterprises.

4. Unless otherwise provided by laws on business companies, the founders of a business company are required to pay at least three quarters of its authorized capital before the state registration of the company, and the rest of the authorized capital of the business company - during the first year of the company’s activity.

In cases where, in accordance with the law, state registration of a business company is allowed without advance payment of three quarters of the authorized capital, the company's participants bear subsidiary liability for its obligations that arose before the full payment of the authorized capital.

Rights and obligations of a participant in a business partnership and company

1. A participant in a business partnership or company, along with the rights provided for participants in corporations by paragraph 1 of Article 65.2 of this Code, also has the right to:

take part in the distribution of profits of a partnership or company of which he is a member;

receive, in the event of liquidation of a partnership or company, part of the property remaining after settlements with creditors, or its value;

demand the exclusion of another participant from a partnership or company (except for public joint-stock companies) in judicial procedure with payment to him of the actual value of his share of participation, if such a participant, through his actions (inaction), caused significant harm to the partnership or society or otherwise significantly impedes its activities and the achievement of the goals for which it was created, including grossly violating its obligations provided for by law or constituent documents of a partnership or company. Waiver or limitation of this right is void.

Participants in business partnerships or companies may have other rights provided for by this Code, laws on business companies, and the constituent documents of the partnership or company.

2. A participant in a business partnership or company, along with the responsibilities provided for participants in corporations by paragraph 4 of Article 65.2 of this Code, is also obliged to make contributions to the authorized (share) capital of the partnership or company of which he is a participant, in the manner, in amounts, in ways that provided founding document business partnership or company, and contributions to other property of the business partnership or company.

Participants in business partnerships and societies may bear other obligations provided for by law and their constituent documents.

Features of management and control in business partnerships and companies

1. Management in a general partnership and limited partnership is carried out in the manner established by Articles 71 and 84 of this Code.

2. The exclusive competence of the general meeting of participants of a business company, along with the issues specified in paragraph 2 of Article 65.3 of this Code, includes:

1) change in the size of the authorized capital of the company, unless otherwise provided by laws on business companies;

2) making a decision on the transfer of powers of the sole executive body company to another business company (management organization) or individual entrepreneur (manager), as well as approval of such management organization or such manager and the terms of the agreement with such managing organization or with such a manager, if the company’s charter does not include the resolution of these issues within the competence of the company’s collegial management body (clause 4 of Article 65.3);

3) distribution of profits and losses of the company.

3. The adoption of a decision by the general meeting of participants of a business company and the composition of the company participants present at its adoption are confirmed in relation to:

1) a public joint-stock company by a person maintaining the register of shareholders of such a company and performing the functions of the counting commission (clause 4 of Article 97);

2) a non-public joint stock company by notarization or certification by a person maintaining the register of shareholders of such a company and performing the functions of the counting commission;

3) a limited liability company by notarization, unless another method (signing of the protocol by all participants or part of the participants; using technical means to reliably establish the fact of a decision; in another way that does not contradict the law) is not provided for by the charter of such a company or by a decision of the general meeting members of the company, adopted by the members of the company unanimously.

4. To check and confirm the correctness of the annual accounting (financial) statements, a limited liability company has the right, and in cases provided for by law, is obliged to annually engage an auditor who is not connected by property interests with the company or its participants (external audit). Such an audit can also be carried out at the request of any of the company's participants.

5. To check and confirm the accuracy of the annual accounting (financial) statements, a joint stock company must annually engage an auditor who is not connected by property interests with the company or its participants.

In cases and in the manner prescribed by law and the company's charter, an audit of the accounting (financial) statements of a joint-stock company must be carried out at the request of shareholders whose total share in the authorized capital of the joint-stock company is ten percent or more.

Corporate agreement

1. Participants in a business company or some of them have the right to conclude an agreement among themselves on the exercise of their corporate (membership) rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them, including vote in a certain way at the general meeting of the company's participants, coordinately carry out other actions to manage the company, acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares (shares) until the occurrence of certain circumstances.

2. A corporate agreement cannot oblige its participants to vote in accordance with the instructions of the company’s bodies, or to determine the structure of the company’s bodies and their competence.

The terms of the corporate agreement that contradict the rules of the first paragraph of this paragraph are void.

A corporate agreement may establish the obligation of its parties to vote at the general meeting of the company's participants for the inclusion in the company's charter of provisions defining the structure of the company's bodies and their competence, if in accordance with this Code and the laws on business companies, changes in the structure of the company's bodies and their competence are allowed by the company's charter .

3. A corporate agreement is concluded in writing by drawing up one document signed by the parties.

4. Participants in a business company who have entered into a corporate agreement are required to notify the company of the fact of concluding a corporate agreement, but its content is not required to be disclosed. In case of failure to fulfill this obligation, the company's participants who are not parties to the corporate agreement have the right to demand compensation for losses caused to them.

Information about a corporate agreement concluded by shareholders of a public joint-stock company must be disclosed within the limits, in the manner and under the conditions provided for by the law on joint-stock companies.

Unless otherwise provided by law, information on the content of the corporate agreement concluded by the participants non-public company, is not subject to disclosure and is confidential.

5. A corporate agreement does not create obligations for persons not participating in it as parties (Article 308).

6. Violation of a corporate agreement may be grounds for invalidating a decision of a body of a business company on the claim of a party to this agreement, provided that at the time the body of the business company made the corresponding decision, the parties to the corporate agreement were all participants of the business company.

Recognizing a decision of a body of a business company as invalid in accordance with this paragraph does not in itself entail the invalidity of transactions of the business company with third parties made on the basis of such a decision.

A transaction concluded by a party to a corporate agreement in violation of this agreement may be declared invalid by a court at the request of a party to the corporate agreement only if the other party to the transaction knew or should have known about the restrictions provided for by the corporate agreement.

7. The parties to a corporate agreement do not have the right to refer to its invalidity in connection with its contradiction to the provisions of the charter of the business company.

8. Termination of the right of one of the parties to a corporate agreement to a share in the authorized capital (shares) of a business company does not entail the termination of the corporate agreement in relation to its remaining parties, unless otherwise provided by this agreement.

9. Creditors of the company and other third parties may enter into an agreement with the participants of the business company, according to which the latter, in order to ensure the legally protected interests of such third parties, undertake to exercise their corporate rights in a certain way or to abstain (refuse) from exercising them, including voting in a certain way at the general meeting of the company's participants, coordinately carry out other actions to manage the company, acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares (shares) until the occurrence of certain circumstances. The rules on corporate agreements apply to this agreement accordingly.

10. The rules on a corporate agreement are respectively applied to the agreement on the creation of a business company, unless otherwise established by law or follows from the essence of the relationship between the parties to such an agreement.

Transformation of business partnerships and societies

1. Business partnerships and companies of one type may be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by this Code and the laws on business companies.

2. When transforming a partnership into a company, each general partner who has become a participant (shareholder) of the company shall, for two years, bear subsidiary liability with all his property for the obligations transferred to the company from the partnership. Alienation by a former partner of his shares (shares) does not relieve him of such liability. The rules set out in this paragraph are respectively applied when transforming a partnership into a production cooperative.

3. Business partnerships and companies cannot be reorganized into non-profit organizations, as well as to unitary commercial organizations.

General partnership

Basic provisions on general partnership

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

2. A person can be a participant in only one general partnership.

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

Memorandum of association for a general partnership

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

2. The founding agreement of a general partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.

Management in a general partnership

1. Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

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

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

Conducting general partnership affairs

1. Each participant in a general 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.

When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.

If the management of the affairs of a partnership is entrusted by its participants to one or some of them, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the management of the affairs of the partnership.

In relations with third parties, the partnership does not have the right to refer to the provisions of the constituent agreement that limit the powers of the partnership participants, except in cases where the partnership proves that the third party at the time of the transaction knew or should have known that the participant of the partnership did not have the right to act on behalf of the partnership .

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

Responsibilities of a participant in a general partnership

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

2. A participant in a general partnership is obliged to make at least half of his contribution to the joint capital of the partnership before its state registration. The rest must be paid by the participant within the time limits established by the constituent agreement. If this obligation is not fulfilled, the participant is obliged to pay the partnership ten percent per annum on the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the constituent agreement.

3. A participant in a general partnership does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

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

Distribution of profits and losses of a general partnership

1. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.

2. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.

Responsibility of participants in a general partnership for its obligations

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

2. A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership.

A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

3. The agreement of the participants of the partnership to limit or eliminate liability provided for in this article is void.

Changing the composition of participants in a general partnership

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

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

Withdrawal of a participant from a general partnership

1. A participant in a general partnership has the right to leave it by declaring his refusal to participate in the partnership.

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

2. An agreement between participants in a partnership to waive the right to leave the partnership is void.

Consequences of withdrawal of a participant from a general partnership

1. A participant who has retired from a general partnership is paid the value of a part of the partnership’s property corresponding to the share of this participant in the share capital, unless otherwise provided by the constituent agreement. By agreement of the retiring participant with the remaining participants, payment of the cost of part of the property may be replaced by the delivery of property in kind.

The part of the partnership's property due to the retiring participant or its value is determined by the balance sheet drawn up, with the exception of the case provided for in Article 80 of this Code, at the time of its retirement.

2. In the event of the death of a participant in a general partnership, his heir may enter into a general partnership only with the consent of the other participants.

A legal entity that is a legal successor of a reorganized legal entity participating in a general partnership has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.

Settlements with an heir (successor) who has not entered into the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a general partnership is liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the limits of the property of the retired participant of the partnership transferred to him.

3. If one of the participants leaves the partnership, the shares of the remaining participants in the share capital of the partnership increase accordingly, unless otherwise provided by the constituent agreement or other agreement of the participants.

Transfer of a participant’s share in the share capital of a general partnership

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

When a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred is liable for the obligations of the partnership in the manner established by the first paragraph of paragraph 2 of Article 75 of this Code.

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

Foreclosure of a participant's share in the share capital of a general partnership

Foreclosure of a participant's share in the joint capital of a general partnership for the participant's own debts is permitted only if there is insufficient other property to cover the debts. Creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership’s property corresponding to the debtor’s share in the share capital in order to foreclose on this property. The part of the partnership's property to be separated or its value is determined according to the balance sheet drawn up at the time the creditors submit a demand for separation.

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

Liquidation of a general partnership

A general partnership is liquidated on the grounds specified in Article 61 of this Code, as well as in the case when the only participant remains in the partnership. Such a participant has the right, within six months from the moment when he became the sole participant of the partnership, to transform such a partnership into a business company in the manner established by this Code.

A general partnership is also liquidated in the cases specified in paragraph 1 of Article 76 of this Code, unless the founding agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.

Partnership of Faith

Basic provisions on limited partnership

1. A limited partnership (limited partnership) is a partnership in which, along with 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 participants - investors (limited partners) who bear the risk losses associated with 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 business activities by the partnership.

2. The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are determined by the rules of this Code on participants in a general partnership.

3. A person can be a general partner in only one limited partnership.

A participant in a general partnership cannot be a general partner in a limited partnership.

A general partner in a limited partnership cannot be a participant in the general partnership.

The number of limited partners in a limited partnership should not exceed twenty. Otherwise, it is subject to transformation into a business company within a year, and after this period - to liquidation in court, if the number of its limited partners does not decrease to the specified limit.

4. The corporate name of a limited partnership must contain either the names (titles) of all general partners and the words “limited partnership” or “limited partnership”, or the name (title) of at least one general partner with the addition of the words “and company” and the words "limited partnership" or "limited partnership".

If the name of an investor is included in the business name of a limited partnership, such investor becomes a general partner.

5. The rules of this Code on general partnerships are applied to a limited partnership to the extent that this does not contradict the rules of this Code on limited partnerships.

Memorandum of association for a limited partnership

1. A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association is signed by all general partners.

2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each of the general partners in the share capital; on the size, composition, terms and procedure for making deposits, their responsibility for violating the obligations to make deposits; on the total amount of deposits made by investors.

Management of a limited partnership and conduct of its affairs

1. Management of the activities of a limited partnership is carried out by the general partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them in accordance with the rules of this Code on General Partnership.

2. Investors do not have the right to participate in the management and conduct of the affairs of the limited partnership, or to 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.

Rights and obligations of a limited partnership investor

1. An investor in a limited partnership is obliged to make a contribution to the share capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership.

2. An investor in a limited partnership has the right:

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

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

3) upon completion financial year leave the partnership and receive your contribution in the manner prescribed by the founding agreement;

4) transfer your share in the share capital or part thereof to another investor or a third party. Depositors enjoy a preferential right over third parties to purchase a share (part thereof) in relation to the conditions and procedure provided for in paragraph 2 of Article 93 of this Code. The transfer of the entire share to another person by the investor terminates his participation in the partnership.

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

Liquidation of a limited partnership

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

A limited partnership is also liquidated on the grounds of liquidation of a general partnership (Article 81). However, a limited partnership is maintained if at least one general partner and one investor remain in it.

2. When a limited partnership is liquidated, including in the event of bankruptcy, investors have a priority right over general partners to receive contributions from the property of the partnership remaining after satisfying the claims of its creditors.

The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the joint capital of the partnership, unless a different procedure is established by the constituent agreement or agreement of the general partners and investors.

Economic partnerships commercial organizations with an authorized capital divided into shares of founders (participants) are recognized. Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership in the course of its activities, belongs to it by right of ownership.

Business partnerships can be full or limited.

Full A partnership is recognized, the participants of which (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A person can be a member of only one 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.

Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants. Moreover, each participant in a general partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly or that the conduct of business is entrusted to individual participants.

Limited partnership A partnership is recognized 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 all their property (general partners), there are one or more participants (investors, limited partners) who bear the risk of losses associated with the activities of the partnership, in within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities. The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are determined by the legislation on participants in a general partnership. A person can be a general partner in only one limited partnership. A participant in a general partnership cannot be a general partner in a limited partnership. A general partner in a limited partnership cannot be a participant in the general partnership.

A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association is signed by all general partners. The management of the activities of a limited partnership is carried out by the general partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them in accordance with the legislation on general partnerships. Investors do not have the right to participate in the management of the affairs of a limited partnership. They can act on his behalf only 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.

The legislation on a general partnership applies to a limited partnership, since this does not contradict the legislation on a limited partnership.

Economic society recognized commercial organization, the authorized capital of which is divided into shares (shares) of its participants.

Economic company:

owns separate property created through the contributions of the founders (participants), as well as produced and acquired by the business company in the course of its activities;

bears independent responsibility for its obligations, can, on its own behalf, acquire and exercise property and personal non-property rights, perform duties, and be a plaintiff and defendant in court;

may have civil rights, corresponding to the goals of the activity provided for in its charter, as well as the subject of activity, if it is specified in the charter, and bear the responsibilities associated with this activity. A business company can engage in certain types of activities, the list of which is determined by legislative acts, only on the basis of a special permit (license);

acquires civil rights and assumes civil responsibilities through its bodies acting in accordance with the legislation and charter;

in accordance with the law, can create legal entities, as well as be part of legal entities (for example, be part of a concern, create unitary enterprises etc.);

in accordance with legislative acts, may participate in the creation of financial, industrial and other economic groups, holdings in the manner and under the conditions determined by the legislation on such groups, holdings, as well as be part of them.

There are three types of business companies established by law: limited liability companies, additional liability companies and joint stock companies (open and closed).

Limited Liability Company A company founded by two or more persons is recognized, the authorized capital of which is divided into shares of sizes determined by the charter. Participants in 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 limits of the value of their contributions. The number of participants in such societies cannot exceed fifty. The constituent document of a limited liability company is the charter approved by its founders.

Company with additional liability A business company with a number of participants of no more than fifty, the authorized capital of which is divided into shares of sizes determined by the charter, is recognized. Participants in such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the charter of the company, but not less than the amount established by legislative acts, in proportion to the contributions of these participants in the authorized capital of the company with additional liability (Decree No. 1 established such a limit in the amount of not less than 50 basic units). By general rule The legislation on a limited liability company is applied to a company with additional liability to the extent that otherwise is not provided for by legislative acts.

The Civil Code separately identifies subsidiaries And dependent business entities that do not represent separate species organizational and legal form of commercial legal entities. A business company is recognized as a subsidiary if another (main) business company or partnership, due to its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company. A business company is recognized as dependent if another business company has a share in the authorized capital (shares) of this company in an amount corresponding to twenty or more percent of the votes of the total number of votes that it can use at the general meeting of participants of such a company.

The legal status of business companies is determined by the norms of the Civil Code, Decree No. 1, Law of the Republic of Belarus dated December 9, 1992 N 2020-XII “On Business Companies”, special legislation on securities (for example, Law of the Republic of Belarus dated March 12, 1992 N 1512 -XII “On securities and stock exchanges”), other regulatory legal acts.

Joint stock company a company is recognized whose authorized capital is divided into certain number shares having the same par value. Participants in 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 limits of the value of the shares they own.

The authorized capital of a joint-stock company is made up of the nominal value of shares. The constituent document of a joint stock company is its charter, approved by the founders.

A joint stock company can be open or closed.

A joint stock company, the participant of which can alienate shares belonging to him without the consent of other shareholders to an unlimited number of persons, is recognized as an open joint stock company. Such a joint-stock company has the right to conduct an open subscription for the shares it issues and freely sell them under the conditions established by the legislation on securities.

A share is a perpetual issue-grade security, indicating a contribution to the authorized capital of a joint-stock company and certifying, in accordance with the legislation and the charter of the joint-stock company, the rights of its owner to participate in the management of this company, to receive part of its profit in the form of dividends and part of the property remaining after settlement with creditors, or its value in the event of liquidation of the joint stock company.

The number of shareholders of an open joint stock company is not limited.

A joint stock company, the participant of which can alienate shares belonging to him only with the consent of other shareholders and (or) to a limited circle of persons, is recognized as a closed joint stock company. Such a joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.

The number of participants in a closed joint stock company should not exceed fifty. Otherwise, it is subject to reorganization within one year, and after this period - to liquidation in court, if the number of participants is not reduced to fifty.

For such business entities it is legally established minimum size authorized capital: 100 basic units - for closed joint-stock companies; 400 basic units - for open joint-stock companies (Decree No. 1).

It should be noted that according to Art. 17 of the Law of the Republic of Belarus dated July 12, 2013 N 56-Z “On auditing activities” for joint-stock companies that are obliged, according to the legislation of the Republic of Belarus, to publish an annual report for public information, a mandatory audit of the annual individual and consolidated (if compiled) is carried out annually. accounting (financial) statements.

Partnerships and societies have many common features. All of them are commercial organizations created on a voluntary (usually contractual) basis on a membership basis (corporate), and are endowed by law with general legal capacity. They become the sole and sole owners of property formed from the contributions of the founders (participants), as well as produced and acquired in the course of their activities, which makes them independent, full-fledged participants in property turnover. The law defines them as commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants) (clause 1 of Article 66 of the Civil Code).

As organizations of a corporate nature, partnerships and companies have the same type of management structure, in which the general meeting of their participants is recognized as the supreme (will-forming) body. The latter also have largely similar rights and obligations (Article 67 of the Civil Code). In particular, they all have the right to participate in the management of the company’s affairs and receive information about its activities (corporate rights), as well as take part in the distribution of profits and receive a liquidation quota (part of the property remaining after the liquidation of the company and settlements with all its creditors) ( rights of obligation). The listed rights are reflected in the participant’s share in the authorized (share) capital of the company or partnership. In any case, participants are obliged to make contributions to the company’s property established by the constituent documents and not to disclose confidential information about its activities. The proximity of these organizational and legal forms makes it possible to transform them from partnerships and companies of one type into partnerships and companies of another type (clause 1 of Article 68 of the Civil Code).

At the same time, Russian law, following the well-known European (German) tradition, distinguishes between partnerships as associations of individuals (entrepreneurs, merchants) and societies as associations of capital. Business partnerships (associations of persons) according to Russian law can be created only in two forms: full partnerships and limited partnerships (clause 2 of Article 66 of the Civil Code), and business companies - in three forms: limited or additional liability companies and joint stock companies (clause 3 of article 66 of the Civil Code).

Associations of persons, in addition to property contributions, require direct, personal participation in the affairs of the partnership, which must be conducted by the participants themselves. And since we are talking about participation in entrepreneurial activity, the participant of which must have the status of either individual entrepreneur, or a commercial organization, it is obvious that only these persons can be participants in partnerships (paragraph 1, paragraph 4, article 66 of the Civil Code).

At the same time, a specific entrepreneur (or commercial organization) can simultaneously be a participant in only one partnership (if one does not take into account the possibility of simultaneously acting as an investor in several limited partnerships, since the property status of such an investor is, in principle, similar to the status of a participant in a business company) (clause 2 of Art. 69, paragraph 3 of Article 82 of the Civil Code). This is due not only to the need for personal participation in the company’s activities, but also to the fact that participants in partnerships (with the exception of the mentioned investors) bear unlimited liability with personal property for the obligations of such companies if the latter lack their own property. In other words, they essentially guarantee with all their property for the possible debts of the company they created, and guaranteeing with the same property for the possible debts of several independent entities is unacceptable.

At the same time, the participants of the partnership, acting on its behalf, do not need special executive (will-expressing) bodies of this legal entity, and therefore the structure of its management is always simple (and does not require special stipulation in the charter). Therefore, the only constituent document of a partnership is the constituent agreement (partnerships are often called contractual associations). Taking this into account, the status of partnerships is largely determined by the dispositive norms of the law. Thus, partnerships are characterized great value personal element (between comrades, in fact, a personal-trust relationship arises that excludes or seriously limits the change of participants or their concession of membership to other persons). Due to this, in particular, the departure of a general partner, as a general rule, entails the termination of the partnership. It is also obvious that a partnership cannot be created by one person (who will have no one to enter into a constituent agreement with).

In contrast, companies as associations of capital do not imply (although they do not exclude) the mandatory personal participation of founders (participants) in their affairs. Hence the fundamental possibility of participation in them by any persons, and not just professional merchants (entrepreneurs) (paragraph 2, paragraph 4, article 66 of the Civil Code). Thus, in companies any trust relationships between participants are excluded, and therefore there are much wider possibilities than in partnerships for changing their composition (especially in open joint-stock companies), which usually does not affect their existence. The law excludes participation in business companies on one’s own behalf government agencies and local government bodies, since they are not created to participate in property turnover (the participation of some of them in joint-stock companies created during privatization actually formalizes the participation of the state or other public owner in them.

In turn, this makes it necessary to create special executive (will-expressing) bodies of the company, subordinate to the will of the general meeting of its participants, i.e. leads to the emergence of a complex (multi-link) company management structure, requiring special registration in its charter, which becomes a necessary constituent document. The status of statutory associations is predominantly determined imperative norms law.

In companies there is no personal liability of their participants for the company's debts (with the exception of companies with additional liability). Therefore, one person may well simultaneously be a member of several companies, including those engaged in activities of a similar nature (which reduces the risk for him possible losses). At the same time, the society, despite its name, is modern conditions can be created by one person or consist of one person, which is excluded for partnerships (in a limited partnership there must be at least one general partner and at least one limited partner at the same time).

General partnership

A business partnership is recognized as full if its participants, firstly, carry out business activities on behalf of the partnership and, secondly, are subsidiarily liable for its obligations with all the property they own (clause 1 of Article 69 of the Civil Code).

Thus, the entrepreneurial activity of a participant in a general partnership is recognized as the activity of the partnership itself, and if the latter’s property is insufficient to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants (or all of them together). Consequently, a situation cannot be excluded here when, under a transaction concluded by one of the participants, the other participant will bear property liability, and with all his personal property. In this case, personal property liability for the debts of the partnership is borne by those participants who entered the partnership after its creation (including for obligations that arose before their entry into the partnership), as well as those who left the partnership, and this personal liability cannot be neither eliminated nor limited by agreement of the participants (clauses 2 and 3 of Article 75 of the Civil Code). Therefore, the relationships between the participants of such a partnership (general partners) are of a personal and fiduciary nature. It is no coincidence that general partnerships appeared and developed primarily as a form of family entrepreneurship.

The liability of general partners for the debts of the partnership with personal property leads to two important consequences. Firstly, it makes it unnecessary to present any special requirements to the partnership’s share capital, since the most important guarantee of repayment of possible debts becomes the property of each of the partners. Secondly, it explains the meaning of mandatory designation in company name full partnership names (or company names) of its participants (clause 3 of article 69 of the Civil Code). Based on this indication, the counterparties of the partnership will also evaluate its potential solvency, taking into account the solvency of individual partners. Therefore, a partnership may indicate in its business name the names (or business names) of its most wealthy members by adding the words “and company, general partnership.”

A general partnership is created on the basis of a constituent agreement, from the moment of state registration of which it arises as a legal entity.

Conducting the affairs of a general partnership can be carried out either by each of its participants, or by all participants jointly (i.e., with their mandatory consent to carry out each transaction of the partnership) or by one or more individual, most experienced participants (clause 1 of Article 72 of the Civil Code) . At the same time, for the counterparties of the partnership, when concluding a transaction, it is enough to make sure that they are dealing with one of the general partners, assuming that he has the right to act on behalf of the partnership. Therefore, transactions concluded on behalf of the partnership by any of its participants will be valid unless the partnership itself can prove that the counterparty to the transaction knew or should have known about the lack of authority of a particular participant (for example, he became familiar with the contents of the founding agreement of the partnership, containing appropriate restrictions ).

In a general partnership, each participant has one vote, unless the constituent agreement expressly provides for a different procedure for determining the number of votes of participants (for example, depending on the size of the contribution). Therefore, the management of a general partnership is based on the general consent of all participants (clause 1 of Article 71 of the Civil Code), i.e. according to the principle of unanimity (the constituent agreement may provide for cases when a decision is made by one or another majority of votes of the participants).

A participant in a general partnership, along with the powers recognized by law for any participant in a company or partnership (clause 1 of Article 67 of the Civil Code), also has the right to familiarize himself with all documentation on the conduct of the affairs of the partnership, including in cases where he is not authorized to conduct these business After all, he continues to bear the risk of possible liability for common debts with his personal property, and therefore must be aware of the affairs of the partnership and can demand in court the termination of the powers of those partners who improperly conduct common affairs. In addition, he has the right to transfer his share in the joint capital of the partnership (or part thereof) either to another partner or to a third party not participating in the partnership (Article 79 of the Civil Code), but only with the consent of the remaining partners.

At any time, he can withdraw from the partnership (Article 77 of the Civil Code) and demand the issuance of part of the property to him, proportional to his share in the share capital. He, however, continues to be liable for the debts of the partnership that arose before the moment of its disposal for another two years (paragraph 2, paragraph 2, article 75 of the Civil Code). In a general partnership established for a certain period, the withdrawal of a participant is allowed if there is good reasons(for example, in the absence of the consent of any of the partners to transfer the share to another person).

The obligations of a general partner are to make a contribution to the common property (in accordance with the terms of the constituent agreement) and to refrain from entering into transactions in their own interests or in the interests of persons not participating in the partnership, if these transactions are similar to those that form the subject of the partnership’s activities, i.e. e. abstaining from competition with the partnership (Article 73 of the Civil Code). Such transactions can only be made with the consent of all other participants (comrades).

Violation of his duties by a partner serves as the basis not only for presenting a demand to him for compensation for losses caused to the partnership (or transferring illegally acquired benefits to the partnership in accordance with the rule of paragraph 2, paragraph 3, Article 73 of the Civil Code), but also for the exclusion of such a partner from among the participants of the partnership in court (by unanimous decision of the remaining participants). Upon expulsion from the partnership former member the cost of a part of the common property is also paid, proportional to its share in the share capital, but it also retains responsibility for the debts of the partnership, provided for by the rule of paragraph. 2 p. 2 art. 75 Civil Code.

A change in the composition of participants due to the withdrawal or death of one of the participants, the recognition of one of them as missing, incapacitated, or with limited legal capacity, or insolvent (bankrupt), the liquidation of a legal entity participating in the partnership, as well as when creditors of a participant foreclose on part of the property, corresponding to his share in the share capital, entails the termination of the partnership’s activities (Part 2 of Article 81 of the Civil Code). However, this may not happen if the constituent agreement or agreement of the remaining participants of the partnership provides for the continuation of the partnership’s activities in this situation (clause 1 of Article 76 of the Civil Code). After all, the personal trust relationships characteristic of a general partnership continue to be maintained between its participants. Of course, in this case, the necessary changes to the content of the constituent agreement must be made and registered.

In the absence of an appropriate entry in the constituent agreement or agreement of all remaining participants, the partnership is subject to liquidation. Along with the general grounds for terminating the activities of legal entities (Article 61 of the Civil Code), a general partnership is also terminated in the case when the only participant remains in it (Article 81 of the Civil Code), because it cannot exist as a company of one person.

Limited partnership

A limited partnership, or limited partnership, is an association of persons in which some participants carry out business activities on behalf of the partnership and are jointly and severally liable for its debts with their personal property, i.e. are general partners (and constitute a full partnership within a limited partnership), while others only make contributions to the property of the partnership, without directly participating in its business activities, and bear only the risk of their loss (investors, limited partners) (clause 1 of Article 82 GK).

A limited partnership allows both entrepreneurs (general partners) and non-entrepreneurs (investors) to pool property for business activities. in a known manner combining the properties of an association of persons (entrepreneurs) and an association of capital. In other words, a limited partnership is an association of persons in which at least one participant is liable for common debts with all his property, and the other (or others) risks only the contribution made<1>. At the same time, limited partners (investors), not being professional entrepreneurs and risking only their contribution, do not participate in the conduct of business and in the management of the partnership. Therefore, in matters of using the property of the partnership, they are forced to rely on their general partners and trust them. Hence the traditional Russian name limited partners - limited partnership. The presence of full comrades in the command and their decisive role in the affairs of such a partnership explain general rule the law on extending to these partners the status of participants in a general partnership, and to the limited partner as a whole - the rules on general partnership (clauses 2 and 5 of Article 82 of the Civil Code). From this it follows that it is impossible for a general partner to act in such a capacity in more than one limited partnership or to be simultaneously a participant in at least one general partnership (clause 3 of Article 82 of the Civil Code), since a general partner can only be in one partnership.

The company name of a limited partnership indicates the name (name) of all, several or one general partner with the addition of the words “and company, limited partnership” (or “limited partnership”). At the same time, the inclusion of the name (name) of the investor in the limited partner’s corporate name automatically leads to his transformation into a full partner and, consequently, to his unlimited joint liability for the debts of the partnership (clause 4 of Article 82 of the Civil Code). After all, indicating the name of the participant in the company name of the partnership always serves as an important guideline for potential creditors.

For the same reasons as in a general partnership, the only constituent document of a limited partnership remains the constituent agreement, signed by all general partners, and only by them (Clause 1, Article 83 of the Civil Code). Investors do not sign the constituent agreement and do not participate in the formation of its terms, and their relations with the partnership are formalized by agreements on their contributions. The management of affairs here is also carried out exclusively by general partners, and its organization completely coincides with the management of affairs in a general partnership. Investors not only do not have the right to participate in the management and conduct of the affairs of a limited partnership, but are also deprived of the opportunity to challenge the corresponding actions of general partners (clause 2 of Article 84 of the Civil Code).

Both general partners and investors must take part in the formation of the share capital of a limited partnership (and the constituent agreement must contain a condition on the total amount of contributions of limited partners). However, the law leaves the ratio of contributions of limited partners and general partners entirely to the discretion of the participants themselves. This means that the general partners themselves determine in the constituent agreement what additional capital the partnership will require from investors and what the number of the latter will be.

Limited partners have the right to receive part of the partnership’s profits attributable to their share (contribution), and usually preferentially to the general partners. They can also transfer their share or part of it either to another investor or to a third party not participating in the partnership (clause 2 of Article 85 of the Civil Code), without the consent of the partnership or general partners, since no personal trust relationships arise with the participation of investors . When an investor sells his share (part thereof) to a third party, the remaining investors of the partnership have a preemptive right to purchase it. The investor has the right to leave the partnership at his own request, receiving his contribution (but not a share in all the property of the partnership, proportional to the contribution). The constituent agreement of a particular limited partnership may establish other rights of investors.

Their responsibilities include, first of all, the obligation to make contributions to the pooled capital, the fulfillment of which is certified by a special “certificate of participation”, which certifies the status of the investor. They are also obliged not to disclose confidential information about its activities that has become known to them (in particular, after familiarizing themselves with the documents of the partnership) (clause 2 of Article 67, clause 2 of Article 85 of the Civil Code). The law does not provide for the possibility of expelling investors from the partnership.

A limited partnership is liquidated on the same grounds as a general partnership, as well as when all investors leave it. IN the latter case the remaining general partners, instead of liquidation, can transform it into a general partnership (Clause 1, Article 86 of the Civil Code).