Limited partnership(limited partnership) is “a partnership in which, along with the participants carrying out activities on behalf of the partnership entrepreneurial activity and 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, 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 is 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.on completion 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).
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 entrepreneurial activities by the partnership. 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, participating investors 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 in a 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.
A 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 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;
at the end of the financial year, withdraw from 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.
A general partnership is a fairly rigid organizational and legal structure that allows only such a partnership of individuals and legal entities, where each bears unlimited joint and several liability for the financial obligations of the partnership.
As we noted above, it is precisely this circumstance that is for Russian business undesirable factor; Both individual and collective entrepreneurs prefer other forms for organizing and registering an enterprise - for example, those associated with financial responsibility that does not apply to the personal property of business organizers. Those persons who wish to take on increased monetary and moral obligations to other partners and employees can do this by writing in the constituent agreement that in exchange for the right to manage the enterprise they are ready to bear unlimited joint and several liability. Accordingly, all other individuals or legal entities who simply want to passively participate in the profits of the partnership, receiving a certain percentage on the invested capital, do not want to take so much risk. The maximum that they can afford to lose is their contribution to the share capital of the enterprise.
For such cases, the laws of many countries (including the Russian Civil Code) provide for a special organizational and legal form of business, called a limited partnership, which is also called a limited partnership, due to the fact that trust in such a business community plays a paramount role.
In a more precise formulation, a limited partnership (or limited partnership) is a partnership that unites both general partners who bear full joint liability and contributory members (limited partners) who are liable to the extent of the contribution made.
A limited partnership, like a general partnership, is created and operates on the basis of a constituent agreement, which is signed by all its participants. The memorandum of association contains information such as the name legal entity, its location, the procedure for managing its activities; information on the size and composition of the share capital, on the timing of contributions of participants to the capital of the limited partnership, on liability for violation of obligations to make contributions.
The management of the activities of a limited partnership is carried out by the general partners due to the fact that they bear full responsibility for the results of its activities. Investor members (who are also called “limited partners” in French) do not have the right to participate in the management and conduct of the affairs of the partnership, as well as to challenge the actions of general partners in terms of management and business.
Most often in domestic business practice, the organizational and legal form of a limited partnership is used in the investment business (for example, in mutual funds), in law firms, and in service enterprises.
The advantages and disadvantages of a limited partnership are similar to a general partnership with the only difference being that the liability of limited partners is limited to the size of the contribution made and this circumstance gives them a number of advantages:
· Firstly, it allows limited partners to act as rentiers, receiving interest on the invested capital;
· Secondly, this rentier may be of a special nature, since the contribution made to the share capital of a limited partnership may be in non-monetary form, but be, for example, in the form of an intellectual product (a patent for an invention, a computer program, etc.) ;
· Thirdly, a limited partner can be a participant in several limited partnerships, while the law prohibits general partners from being participants in two or more general or limited partnerships;
· Fourthly, in the event of liquidation of a limited partnership, limited partners have a priority right over general partners to receive compensation from the property of the partnership remaining after satisfaction of the creditors' claims.
The corporate name of a general and limited partnership must contain words indicating the organizational and legal form of the partnership and the names of one or more general partners. For example: Full Partnership “Ivanov, Andreev and Company”, or Limited Partnership “Petrov and Company” (can also be represented in the abbreviated form – “Petrov and Co”). Moreover, the name of the limited partner should not be included in the name of the partnership; otherwise, the limited partner automatically becomes a full partner.
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 partnership and limited partnership (limited). The immediate features of the organization and functioning of the latter will be discussed below.
Limited partnership: concept
This commercial organization, whose participants are divided into two groups. The first includes entities (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 regulations 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.
a commercial organization that is an association of individuals. in which some participants carry out entrepreneurial activities on behalf of the partnership and at the same time bear joint liability with their personal property for its debts if the partnership’s property is insufficient (full partners), while others only make contributions to the property of the partnership, without participating in its business activities and not answering for his debts with his personal property (investors, limited partners) (Articles 82-86 of the Civil Code of the Russian Federation).
The term "commandita" comes from the Italian commandare. corresponding to the Latin deponere - to entrust for safekeeping, to keep. Historically this type partnership arose as a way for a merchant (entrepreneur) to carry out transactions during maritime trade with the capital (property) of other persons specially entrusted to him for these purposes, and then used to obtain entrepreneurial benefits by individuals. who were not professional businessmen (primarily nobles). K.t. makes it possible to combine property for entrepreneurial activity for both entrepreneurs (general partners) and non-entrepreneurs (investors), combining the properties of an association of persons (entrepreneurs) and an association of capital. Limited partners (investors) do not participate in the management of the partnership’s affairs and are forced to rely on their general partners and trust them. Hence the Russian name K.t. - partnership of faith. Since in K.t. the presence of general partners is mandatory; they are subject to the status of participants in a general partnership, and K.t. in general - the rules on general partnerships.
As full comrades in K.t. can only perform individual entrepreneurs or commercial organizations. and as investors - any entities civil law(with the exceptions provided for in paragraph 4 of Article 66 of the Civil Code of the Russian Federation). In K.t. there must be at least one full partner and one contributor. However, such a situation can only arise as a result of the withdrawal of other participants from it. K.t. cannot be created by one participant.
The founding document of K.t. is the constituent agreement signed by all general partners. 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 making contributions. In the formation of share capital K.t. Both general partners and investors must participate. The law leaves the ratio of contributions between limited partners and general partners at the discretion of the latter.
K.t. liquidated for the same reasons. as a general partnership, as well as upon the departure of all investors from it. IN the latter case the remaining general partners may convert it into a general partnership instead of liquidation.
Sukhanov E.A.
Encyclopedia of Lawyer. 2005 .
See what a “LIMITED PARTNERSHIP” is in other dictionaries:
Limited partnership (limited partnership) is a commercial organization based on share capital, in which there are two categories of members: general partners and limited investors. General partners carry out entrepreneurial activities... Wikipedia
- (from French commandite) business partnership, in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners... ... Economic dictionary
Limited partnership- see limited partnership (limited partnership) ... Encyclopedia of Law
See Limited Partnership Dictionary of Business Terms. Akademik.ru. 2001... Dictionary of business terms
OR PARTNERSHIP ON FAITH is a commercial, credit or industrial partnership, the members of which are divided into two groups: a) leading the enterprise and being responsible for it with all their property, and b) not interfering in the conduct of the business, trusting it... ... Dictionary foreign words Russian language
limited partnership- limited partnership Such a business partnership, part of the participants - “general partners” - manages the business, and the other part - “command partners” do not participate in management, but are investors and receive dividends from their... ... Technical Translator's Guide
Limited partnership- Limited partnership (kommandit partnership, limited partnership) or limited partnership. Such a business partnership, part of the participants - “full partners” - manages the business, and the other part - “commands” - ... Economic and mathematical dictionary Big Encyclopedic Dictionary
LIMITED PARTNERSHIP- in accordance with Art. 81 of the Civil Code, 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 all their... ... Legal Dictionary of Modern Civil Law