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In a full partnership, profit. Business partnerships: concept, forms and types. The nuances of the establishment process

Russian legislation provides for a wide range of organizational and legal forms of doing business. Among those that are traditionally popular among entrepreneurs are OJSC, JSC. It is also common to carry out activities in the status of an individual entrepreneur. However, in Civil Code RF has provisions that allow Russian businessmen to engage in commercial activities through the establishment of partnerships. The organizational and legal form of business of this type is presented in two varieties: partnerships are full and limited. What is the specificity of each of the marked types of organizations? What are the benefits of doing business in an appropriate legal and organizational status?

The essence of the legal form

The Civil Code of the Russian Federation defines a general partnership as an economic association, the founders of which, according to the signed agreement, carry out entrepreneurial activities and are personally liable for emerging obligations. A citizen can be a member of only one partnership of the type in question.

This legal form of entrepreneurial activity involves the creation of a legal entity. A general partnership must therefore have an official name. But it can be expressed in different ways. The first option is a name that looks like a listing of the names of all founders. The second option: specifying the names of the main or several key participants, as well as the phrase "and company."

The nuances of the establishment process

An economic general partnership is created on the basis of a memorandum of association signed by all participants. This document must meet the criteria defined in Article 52 of the Civil Code of the Russian Federation. In order to establish a partnership, it will be necessary to form a joint capital - in some way an analogue of the charter capital, which is necessary when registering an LLC or JSC. At the same time, the requirements regarding the minimum amount of the contributed capital are not established in the Russian legislation.

Contract and capital

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

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

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

The structure of the memorandum of association

Consider the features of the structure of the memorandum of association for partnerships. What provisions should be present in it?

A typical relevant agreement may include the following clauses:

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

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

Note that within the framework of the corresponding agreement, the conditions for the distribution of proceeds between the partners, as well as the procedure for the withdrawal of participants from the structure of the organization, are still fixed.

The rights of participants in a full partnership

Let's consider what rights for the participants of a full partnership are guaranteed by Russian legislation. Among the key ones:

receiving income, which is calculated in proportion to the share in the contributed capital of the organization;
participation in doing business, managing the affairs of the company;
obtaining the necessary information about the results of the organization's work, getting acquainted with accounting reports and other documents related to the activities of the company;
participation in the distribution of proceeds.

Also, the general associates are assigned the right to freely withdraw from the firm.

Obligations of participants in a full partnership

In turn, general associates must be prepared to take on a range of responsibilities. Among the main ones:

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

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

Let's consider the specifics of joint business conduct in firms with the appropriate legal status.

Joint business management

A general partnership assumes that each of its founders has an equal number of votes used at meetings, unless otherwise specified in the contract. Each member of the firm has the right to study the documentation related to the business. Also, any person from among the founders can carry out activities on behalf of the entire partnership, unless otherwise specified in the memorandum of association. But it is quite possible that the corresponding document will only allow joint management of affairs. In this case, the consent of all founders is required to conclude transactions.

Distribution of proceeds

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

Business losses are distributed in a similar way. If the amount of the company's net assets is lower than the amount of the contributed capital, then the profit is not subject to distribution among the participants in the partnership.

A responsibility

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

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

Withdrawal from the partnership

Any participant in the partnership has the right to withdraw from the organization by writing an appropriate application. But this must be done 6 months before the planned exit from the business. True, according to good reason colleagues can allow a person to leave the organization early. A participant who has withdrawn from the partnership is paid a share of the firm's property in proportion to that established for him in relation to the contributed capital, unless the agreement contains other conditions.

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

Specificity of limited partnerships

Russian legislation allows for such legal forms of doing business as general and limited partnerships. The main feature of the former: the responsibility of all participants is subsidiary. In turn, in the structure of the limited category organizations, also called limited partnerships, there may be subjects with a special status. We are talking about limited depositors. These persons are liable only to the extent of their contributions.

Thus, in the composition of limited partnerships there are two groups of participants. Firstly, they are general comrades who play a key role in the business. Secondly, these are investors who expect, by investing in the business of their comrades, to receive income or aim to help them develop the business. It can be noted that the limited partners, transferring amounts to the business within the framework of deposits, register them as the property of the organization. This assumes that they have complete confidence in the company. This, in fact, is the reason for the name of the corresponding type of organization, which sounds like "limited partnership". As soon as the investor deposits the required investment amount, he is issued a certificate confirming this action.

Regardless of what the status of the organization is - limited or full partnership, characteristic legal status the founders of the company are practically the same. Liability mechanisms are similar, except that in limited partnerships they may imply a slightly reduced debt burden due to additional investment from depositors. If the limited partners withdraw their contributions in accordance with the established procedure, then in this case the limited partnership is transformed into a full partnership. But as long as there are contributions from limited partners in the capital structure of the organization, the partnership is named accordingly. Namely: its corporate name must contain the names of all founders, as well as the phrase "limited partnership".

Investors' rights

What are the rights of limited partners? First of all, they can count on receiving a part of the firm's proceeds in relation to their share in the contributed capital. Also, limited partners have the right to freely leave the business - but only at the end of the financial year. Investors can also transfer their share to other business participants in the partnership or to third parties. The consent of the founders of the company is not required. Despite the fact that limited partners cannot make key decisions in business, they have the right to get acquainted with the financial documentation of the enterprise.

With regard to such an aspect as liability for obligations, the general partnership must be willing to pay contributions to the limited partners upon liquidation of the firm. However, not as a matter of priority, but only after the founders have settled with other creditors.

Liquidation

The considered form of business can be liquidated in court or by virtue of a decision made by the founders. If only one participant remains in the partnership, then he can subsequently transform the organization into another legal form business.

Why are partnerships created?

What is the reason for the demand in business for such an organizational and legal form as a general partnership? The characteristics of companies operating under this status presupposes that all its participants are ready to carry out activities subject to complete mutual trust. They need to understand that if the transaction fails, everyone will be held accountable. As a rule, such a form of business as a general partnership is typical for family businesses.

As for the standard forms of relationships in business, when partners and counterparties are in general case are not relatives and they are not bound by some common ideological values, then a full partnership is not the most demanded organizational and legal form. This is mainly due to the fact that the liability of a general partnership for obligations has no fixed limits.

Full partnership

Full partnership- the type of business partnerships, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and bear responsibility for its obligations not only in the amount of contributions to the pooled capital, but in all property belonging to them, that is, "full", unlimited liability. Currently, this organizational and legal form is practically not used.

Required by law

The name must "contain either the names (titles) 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 "" (Article 69 of the Civil Code).

Constituent documents

A general partnership is created and operates on the basis of a memorandum of association. The Memorandum of Association is signed by all its participants and must contain the following information:

the name of the full partnership;
its location;
the procedure for managing the activities of the partnership;
conditions on the size and composition of the joint stock capital of the partnership;
conditions on the amount and procedure for changing the shares of each of the participants in the contributed capital;
conditions on the amount, composition, timing and procedure for making contributions by participants;
conditions on the liability of participants for violation of obligations to make contributions.

In the memorandum of association, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participating in its activities. The agreement also determines the conditions and procedure for the distribution of profits and losses between the participants, management of the activities of a legal entity, withdrawal of the founders (participants) from its composition.

Participants in a full partnership

The participants in a full partnership are called general partners and can only be individual entrepreneurs and (or) commercial organizations(however, they can no longer participate in other general partnerships). The number of participants must not be less than two. It should be noted that the rights and obligations of the participants are distributed in proportion to their contributions to the pooled capital, while the size of the share does not affect the exercise of their rights by the participants. The decision is taken in a full partnership unanimously, and if it is provided for by the founding agreement of the PT, by a majority of votes. Each participant has one vote (unless otherwise provided by the memorandum of association), and each participant has the right to represent the interests of the full partnership, unless the constituent document provides for the conduct of business together with other participants in the PT. A feature of the PT is the full responsibility of the participants, which they bear regardless of the size of the contribution, in other words, the PT participants answer with their own property. The withdrawal of one of the participants presupposes the liquidation of the entire PT, unless otherwise provided by the constituent document. The relationship between PT participants is of a trusting nature. The PT can be transformed by the participants into a business company within 6 months, if there is only one participant left in it. The creditor has the right to recover the missing amount from the PT participant's share, if there is a lack of his other property to cover the debts.

Participant rights

A participant in a full partnership has the right:

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

Obligations of participants

A participant in a full partnership is obliged:

incur expenses in proportion to the contribution to the contributed capital
make at least half of his contribution to the joint stock capital of the partnership by the time of its registration, the rest must be contributed by the participant within the timeframes established by the memorandum of association;
in case of failure to fulfill the obligation to make his contribution, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the memorandum of association;
not to disclose confidential information about the activities of the partnership;
participate in the activities of the partnership in accordance with the terms of the memorandum of association;
to refrain from making transactions on their own behalf and in their own interests or in the interests of third parties, similar to those that constitute the subject of the partnership.

Governing bodies

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

Each participant in a full partnership has one vote, unless the memorandum of association provides for a different procedure for determining the number of votes of its participants.

Each participant in a full partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to separate participants.

In the joint conduct of the affairs of a partnership by its participants, the consent of all the participants in the partnership is required to complete each transaction.

If the conduct of business is entrusted to one or several participants, the remaining participants must have a power of attorney from the participant (participants) who is entrusted with the conduct of business in order to conclude transactions on behalf of the partnership.

Share capital

The minimum and maximum sizes of the contributed capital are not limited.

Profit distribution procedure

The profits and losses of a full partnership are distributed among its participants in proportion to their shares in the contributed capital, unless otherwise provided by the memorandum of association or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

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

Liability of participants in a full partnership

The participants in a full partnership jointly bear subsidiary liability with their property for the obligations of the partnership.

A participant in a full partnership, who is not its founder, is liable on an equal basis with other participants for obligations that arose before he entered the partnership.

A participant who has retired from the partnership is liable for the partnership's obligations that arose before the time of its retirement, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Withdrawal of a participant from a full partnership

Each participant has the right to withdraw from the PT, while if an agreement is concluded prohibiting the exit from the PT, then it is considered null and void.

Art. 78 of the Civil Code "Consequences of the withdrawal of a participant from a full partnership":
"1. A participant who retired from a full partnership is paid the cost of a part of the partnership's property corresponding to the share of this participant in the contributed capital, unless otherwise provided by the memorandum of association. By agreement of the retiring participant with the remaining participants, the payment of the cost of a part of the property may be replaced by the issuance of property in kind. The part of the partnership's property due to the retiring participant or its value is determined according to 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 full partnership, his heir may enter into a full partnership only with the consent of the other participants. A legal entity that is the legal successor of a reorganized legal entity that participated in a full partnership shall have the right to enter the partnership with the consent of its other participants, unless otherwise provided by the foundation agreement of the partnership.
Settlements with the heir (successor) who have not entered the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a full partnership shall be 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 responsible, within the limits of the property of the retired participant in the partnership transferred to him.
3. If one of the participants left the partnership, the shares of the remaining participants in the joint capital of the partnership shall increase accordingly, unless otherwise provided by the memorandum of association or other agreement of the participants. "

Advantages and disadvantages

Advantages: Possibility to attract additional funds; Confidence on the part of creditors. Disadvantages: Compensation of debts at the expense of personal property.

Legal entities
Commercial	Business partnerships and companies ( Complete On faith) Limited Liability Company Additional Liability Company Joint Stock Company (Open Closed) Production Cooperative Unitary Enterprise
Non-profit	Consumer cooperative Public association (Organization Movement Fund Institution Amateur body Political party) Religious organization Fund Institution
State registration	State registration Unified State Register of Legal Entities (USRLE) Unified State Register of Individual Entrepreneurs (USRIP)
Other	Insolvency Association (union) Individual entrepreneur Limited liability Founder

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See what "General Partnership" is in other dictionaries:

FULL PARTNERSHIP- according to the legislation of the Russian Federation, the association of several citizens and (or) legal entities for joint business activities on the basis of an agreement between them. All members of the TOTAL PARTNERSHIP bear unlimited joint and several liability for ... ... Financial vocabulary

FULL PARTNERSHIP- a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with the property belonging to them (Art ... Encyclopedia of Russian and International Taxation

Full partnership- a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with property belonging to them. ... ... Administrative law. Reference dictionary

FULL PARTNERSHIP- (engl. partnership) a type of commercial partnership, an association of independent business entities on the basis of an agreement between them, in which all participants bear unlimited joint and several liability for the obligations of the company to all ... ... Legal encyclopedia

Full partnership- a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations not only in the amount of contributions to ... ... Accounting encyclopedia

Full partnership- (English general / ordinary / unlimited / universal partnership) in the civil law of the Russian Federation, an economic partnership, the participants of which (general comrades), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities from ... Encyclopedia of Law

Full Partnership- See the Fellowship for a complete Glossary of Business Terms. Academic.ru. 2001 ... Business glossary

Article 69. Basic provisions on a full 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 responsible for its obligations with property belonging to them.

2. A person can be a member of only one full partnership.

3. The firm name of a full 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".

Article 70. Memorandum of full partnership

1. A general partnership is created and operates on the basis of the memorandum of association. The Memorandum of Association is signed by all of its participants.

2. The founding agreement of a full partnership must contain information about the company name and location of the partnership, conditions on the amount and composition of its contributed capital; on the size and procedure for changing the shares of each of the participants in the contributed capital; on the amount, composition, timing and procedure for making contributions; on the liability of participants for violation of obligations to make contributions.

Article 71. Management in a full partnership

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

2. Each participant in a full 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 to get acquainted with all the documentation on the conduct of business. Waiver of this right or its restriction, including by agreement of the participants in the partnership, are void.

Article 72. Conduct of business of a full partnership

1. Each participant in a full partnership shall have 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 separate participants.

In the joint conduct of the affairs of a partnership by its participants, the consent of all the participants in the partnership is required to complete each transaction.

If the conduct of the affairs of the partnership is entrusted by its participants to one or some of them, the other participants in order to conclude transactions on behalf of the partnership must have a power of attorney from the participant (participants) who is entrusted with the conduct 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 memorandum of association limiting the powers of the participants in the partnership, unless the partnership proves that the third party at the time of the transaction knew or knowingly should have known that the partnership participant had no right to act on behalf of the partnership ...

2. The powers to conduct the affairs of the partnership, granted to one or several participants, may be terminated by a court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by the authorized person (persons) of his duties or his revealed inability to reasonable business management. On the basis of a court decision, the necessary amendments are made to the foundation agreement of the partnership.

Article 73. Obligations of a participant in a full partnership

1. A participant in a full partnership is obliged to participate in its activities in accordance with the terms of the memorandum of association.

2. A participant in a full partnership shall be obliged to make at least half of his contribution to the contributed capital of the partnership before it. The rest must be contributed by the participant within the time frame established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay the partnership ten percent per annum from 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 full partnership shall not have the right, without the consent of the other participants, to make, on his own behalf, in his own interests or in the interests of third parties, transactions similar to those that constitute the subject of the partnership's activities.

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

Article 74. Distribution of profits and losses of a general partnership

1. The profits and losses of a full partnership shall be distributed among its participants in proportion to their shares in the contributed capital, unless otherwise provided by the memorandum of association or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

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

Article 75. Liability of participants in a full partnership for its obligations

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

2. A participant in a full partnership, who is not its founder, shall be liable on an equal basis with other participants for obligations that arose before he entered the partnership.

3. The agreement of the participants in the partnership on the limitation or elimination of the liability provided for in this article is null and void.

Article 76. Change in the composition of participants in a full partnership

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

2. Participants in a full 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 reasons for this, in particular as a result of a gross violation by this participant of his obligations or his revealed inability to conduct business reasonably.

Article 77. Withdrawal of a participant from a full partnership

1. A participant in a full partnership has the right to withdraw from it, declaring his refusal to participate in the partnership.

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

2. An agreement between the participants in the partnership on the waiver of the right to withdraw from the partnership is null and void.

Article 78. Consequences of the withdrawal of a participant from a full partnership

1. A participant who has retired from a full partnership shall be paid the value of a part of the partnership's property corresponding to the share of this participant in the contributed capital, unless otherwise provided by the memorandum of association. By agreement of the outgoing participant with the remaining participants, the payment of the value of the property may be replaced by the issuance of the property in kind.

The part of the partnership's property due to the retiring participant or its value is determined according to 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 full partnership, his heir may enter into a full partnership only with the consent of the other participants.

A legal entity that is the legal successor of a reorganized legal entity that participated in a full partnership shall have the right to enter the partnership with the consent of its other participants, unless otherwise provided by the foundation agreement of the partnership.

Settlements with the heir (successor) who have not entered the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a full partnership shall be 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 responsible, within the limits of the property of the retired participant in the partnership transferred to him.

3. If one of the participants retired from the partnership, the shares of the remaining participants in the joint capital of the partnership shall increase accordingly, unless otherwise provided by the memorandum of association or other agreement of the participants.

Article 79. Transfer of a participant's share in the pooled capital of a full partnership

A participant in a full partnership has the right, with the consent of the rest of its participants, to transfer his share in the pooled capital or part of it to another participant in the partnership or to a third party.

When transferring a share (part of a share) 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 shall be liable for the obligations of the partnership in the manner prescribed by the first paragraph of clause 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.

Article 80. Levy of execution on the share of a participant in the contributed capital of a full partnership

Levy of execution on the share of a participant in the joint capital of a full partnership for the participant's own debts is allowed only if there is a lack of his other property to cover the debts. The creditors of such a participant have the right to demand from the full partnership the allocation of a part of the partnership's property corresponding to the debtor's share in the contributed capital, in order to levy execution on this property. The part of the partnership's property subject to separation or its value is determined according to the balance sheet drawn up at the time the creditors presented the separation requirement.

Levy of execution on property corresponding to the share of a participant in the pooled capital of a full partnership terminates his participation in the partnership and entails the consequences provided for by paragraph two of clause 2 of Article 75 of this Code.

NPA- Civil Code

Definition- Part 1 of Art. 69. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations with property belonging to them.

Establishment of an institution- a general partnership is created and operates on the basis of the memorandum of association. The Memorandum of Association is signed by all of its participants

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

Constituent documents- memorandum of association

Name- A general partnership must have a firm name, the use of a firm name in the relationship between the partnership and third parties clearly indicates that this or that transaction was made on behalf of the partnership, and not on behalf of a separate participant who participated in the conclusion of the transaction. or the names (titles) 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 "general partnership"

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

Capital- the minimum and maximum sizes of the contributed capital are not limited.

Termination of activity termination of activities on general grounds for the liquidation of a legal entity; in the event that the only participant remains in the partnership, he has the right, within 6 months from this moment, to transform such a partnership into a business company. In cases of withdrawal or death of any of the participants in a full partnership, recognition of one of them as missing, incapacitated or partially incapacitated, or insolvent (bankrupt), opening of reorganization procedures against one of the participants by a court decision, liquidation of a legal entity participating in the partnership, or the creditor of one of the participants in the collection on a part of the property corresponding to his share in the contributed capital, the full partnership is liquidated, unless the foundation agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.

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

2) "Anyukova and Aldonina, full partnership"

3) "Samirov and company, full partnership"

Limited partnership

NPA- Civil Code

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

Establishment of an institution - limited partnership is created and operates on the basis of the memorandum of association. The Memorandum of Association is signed by all of its participants

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

Constituent documents - memorandum of association

Name- The firm name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one full partner with the addition of the words "and company" and the words " limited partnership "or" limited partnership ".

If the name of the contributor is included in the firm name of a limited partnership, such contributor becomes a full partner.

Management - The management of a limited partnership is carried out by general partners. Investors are not entitled to participate in the management and conduct of the affairs of a limited partnership, to act on its behalf otherwise than by power of attorney. They are not entitled to challenge the actions of the general partners in the management and conduct of the partnership. Supreme body management is a meeting of general comrades. At the meeting, each general partner has one vote, unless otherwise provided by the memorandum of association, and decisions are taken unanimously (unless otherwise provided by the memorandum of association). Each general partner has the right to act on behalf of the partnership, unless the foundation agreement establishes that all general partners conduct business jointly, or the conduct of business is entrusted to separate participants. In the joint conduct of the affairs of a partnership by its general partners, the consent of all participants in the partnership is required to complete each transaction. If the conduct of the business of the partnership is entrusted by its participants to one or some of them, the other participants in order to conclude transactions on behalf of the partnership must have a power of attorney from the participant (participants) who is entrusted with the conduct of the business of the partnership. .

Capital- The minimum and maximum size of the contributed capital is not limited.

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

Examples - 1) « Ivanov and Company, limited partnership "

2) "Anyukova and Aldonina, limited partnership"

3) "Samirov and company, limited partnership"

OOO

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

B) Civil Code of Art. 87-94

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

2. A limited liability company is a company, the authorized capital of which is divided into shares; members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. 3. The founders of a limited liability company conclude an agreement among themselves on the establishment of a limited liability company, which determines the procedure for their joint activities to establish a company, the size of the charter capital of the company, the size of their shares in the charter capital of the company and other established by law about limited liability companies conditions.

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

The founders of a limited liability company are jointly and severally liable for the obligations associated with its establishment and arising before its state registration.

A limited liability company is liable for the obligations of the founders of the company associated with its establishment only in the event of the subsequent approval of the actions of the founders of the company by the general meeting of the participants in the company. The amount of liability of the company for these obligations of the founders of the company may be limited by law

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

Cannot act as Founders (Participants) of the Society:

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

officials of government and government bodies;

civil servants;

military personnel;

state bodies and bodies local government unless otherwise provided by law.

The company can be founded by one person, who becomes its only participant. The Society may subsequently become a Single Member Society. The company cannot have another business company (LLC, ODO, JSC) as the sole participant, consisting of one person.

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

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

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

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

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

General meeting of participants (GMS)

The competence of the GMS stipulated by the law can be expanded within any limits established by the founders / participants in the charter of the LLC.

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

Board of Directors (Supervisory Board)

The competence of the Board of Directors stipulated in the legislation is recommended for this governing body and can also be expanded within any limits established by the founders / participants in the charter of the LLC.

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

Executive bodies OOO:

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

In an LLC, this governing body is not mandatory under any circumstances.

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

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

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

This governing body is mandatory in LLC.

Manages the current activities of the LLC.

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

Revision Commission (Inspector)

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

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

Has the right to carry out inspections of financial and economic activities at any time;

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

Has the right to require all members of the management bodies and employees of the LLC to provide the necessary explanations orally or in writing;

Obliged to check the annual reports and balance sheets of the company.

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

(as amended by Federal of the law from 30.12.2008 N 312-FZ)

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

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

Payment of the authorized capital of a limited liability company with an increase in the authorized capital by offsetting claims against the company is allowed in the cases provided for by law about limited liability companies.

(clause 2 as amended by Federal of the law from 27.12.2009 N 352-FZ)

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

(as amended by Federal of the law from 30.12.2008 N 312-FZ)

4. If at the end of the second or each subsequent financial year, the value of the net assets of a limited liability company is less than the authorized capital, the company is obliged to declare a decrease in its authorized capital and register its decrease in accordance with the established procedure. If the value of the said assets of the company becomes less than a certain by law the minimum size of the authorized capital, the company is subject to liquidation.

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

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

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

(clause 6 as amended by Federal of the law from 30.12.2008 N 312-FZ)

8. The activities of the LLC are terminated:

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

b) by decision of the court authorities in the cases provided for

legislation;

c) if the LLC is declared bankrupt;

d) on other grounds provided for by the current

legislation. (ACCORDING TO THE CHARTER OF LLC)

Reorganization and liquidation of a limited liability company

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

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

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

(clause 2 as amended by Federal of the law from 30.12.2008 N 312-FZ)

9. LLC "PEK", LLC Leader, LLC Vector

ODO

1.A) GK ST.95

B) ФЗ О "LLC"

2,3.4,5,7,8. To society with additional responsibility the rules of this Of the Code about a limited liability company and of the law on limited liability companies insofar as not otherwise provided by this article. 6. The firm name of a company with additional liability must contain the name of the company and the words "with additional liability." ALC "Steel World", ALC "Stroygarantia".

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

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

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

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

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

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

Institution. The creation of a company through establishment is carried out by decision of the founders (founder). The decision to found a company is made by the constituent assembly. In the event of the foundation of a company by one person, the decision on its foundation is made by this person alone. The decision to found a company must reflect the results of voting by the founders and their decisions on the establishment of the company, the approval of the charter of the company, and the election of the governing bodies of the company. The decision on founding a company, approving its charter and approving the monetary value of securities, other things or property rights or other rights that have a monetary value, contributed by the founder as payment for the company's shares, shall be taken by the founders unanimously. The election of the management bodies of the company is carried out by the founders by a majority of three quarters of the votes, which represent the shares to be placed among the founders of the company. The founders of a company conclude a written agreement between themselves on its creation, which determines the procedure for their joint activities to establish a company, the size of the authorized capital of the company, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create a company.

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

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

Number of founders open society not limited. The number of founders of a closed company may not exceed fifty. The company cannot have another business company, consisting of one person, as the sole founder (shareholder).

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

Full and abbreviated company names of the company

Location of the company

Type of society (open or closed)

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

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

The size of the authorized capital of the company

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

The procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are adopted by the company's management bodies by a qualified majority or unanimously

Information about branches and representative offices of the company

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

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

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

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

7) Liquidation. The company can be liquidated voluntarily in the manner prescribed by the Civil Code of the Russian Federation, taking into account the requirements Federal law of December 26, 1995 N208-FZ "On Joint Stock Companies" and the charter of the company. The Company may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation. Liquidation of a company entails its termination without transfer of rights and obligations by way of succession to other persons. In the event of a voluntary liquidation of the company, the board of directors (supervisory board) of the liquidated company shall submit the issue of liquidation of the company and the appointment of a liquidation commission for decision by the general meeting of shareholders. The general meeting of shareholders of a voluntarily liquidated company makes a decision on the liquidation of the company and the appointment of a liquidation commission.

1)Production cooperative... Regulated by the Civil Code of the Russian Federation, art. 107 and the Federal Law of 08.05.1996 "On Production Cooperatives" rev. from 30.11.2011

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

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

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

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

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

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

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

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

carried out without a license;

expressly prohibited by law;

is associated with repeated or gross violation of the law.

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

Consumer cooperative

1) NPA

Art. 116 of the Civil Code of the Russian Federation

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

Full partnership

Full partnership- the type of business partnerships, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations not only in the amount of contributions to the pooled capital, but with all property belonging to them, that is, "full" , unlimited liability. Currently, this organizational and legal form is practically not used.

Required by law

Constituent documents

A general partnership is created and operates on the basis of a memorandum of association. The Memorandum of Association is signed by all its participants and must contain the following information:

the name of the full partnership;
its location;
the procedure for managing the activities of the partnership;
conditions on the size and composition of the joint stock capital of the partnership;
conditions on the amount and procedure for changing the shares of each of the participants in the contributed capital;
conditions on the amount, composition, timing and procedure for making contributions by participants;
conditions on the liability of participants for violation of obligations to make contributions.

Participants in a full partnership

The participants in a full partnership are called general partners and can only be individual entrepreneurs and (or) commercial organizations (and they can no longer participate in other general partnerships). The number of participants must not be less than two. It should be noted that the rights and obligations of the participants are distributed in proportion to their contributions to the pooled capital, while the size of the share does not affect the exercise of their rights by the participants. The decision is taken in a full partnership unanimously, and if it is provided for by the founding agreement of the PT, by a majority of votes. Each participant has one vote (unless otherwise provided by the memorandum of association), and each participant has the right to represent the interests of the full partnership, unless the constituent document provides for the conduct of business together with other participants in the PT. A feature of the PT is the full responsibility of the participants, which they bear regardless of the size of the contribution, in other words, the PT participants answer with their own property. The withdrawal of one of the participants presupposes the liquidation of the entire PT, unless otherwise provided by the constituent document. The relationship between PT participants is of a trusting nature. The PT can be transformed by the participants into a business company within 6 months, if there is only one participant left in it. The creditor has the right to recover the missing amount from the PT participant's share, if there is a lack of his other property to cover the debts.

Participant rights

A participant in a full partnership has the right:

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

Obligations of participants

A participant in a full partnership is obliged:

incur expenses in proportion to the contribution to the contributed capital
make at least half of his contribution to the joint stock capital of the partnership by the time of its registration, the rest must be contributed by the participant within the timeframes established by the memorandum of association;
in case of failure to fulfill the obligation to make his contribution, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the memorandum of association;
not to disclose confidential information about the activities of the partnership;
participate in the activities of the partnership in accordance with the terms of the memorandum of association;
to refrain from making transactions on their own behalf and in their own interests or in the interests of third parties, similar to those that constitute the subject of the partnership.

Governing bodies

Each participant in a full partnership has one vote, unless the memorandum of association provides for a different procedure for determining the number of votes of its participants.

In the joint conduct of the affairs of a partnership by its participants, the consent of all the participants in the partnership is required to complete each transaction.

Share capital

The minimum and maximum sizes of the contributed capital are not limited.

Profit distribution procedure

Liability of participants in a full partnership

The participants in a full partnership jointly bear subsidiary liability with their property for the obligations of the partnership.

A participant in a full partnership, who is not its founder, is liable on an equal basis with other participants for obligations that arose before he entered the partnership.

Withdrawal of a participant from a full partnership

Each participant has the right to withdraw from the PT, while if an agreement is concluded prohibiting the exit from the PT, then it is considered null and void.

Advantages and disadvantages

Advantages: Possibility to attract additional funds; Confidence on the part of creditors. Disadvantages: Compensation of debts at the expense of personal property.

In a full partnership, profit. Business partnerships: concept, forms and types. The nuances of the establishment process

The essence of the legal form

The nuances of the establishment process

Contract and capital

The structure of the memorandum of association

The rights of participants in a full partnership

Obligations of participants in a full partnership

Joint business management

Distribution of proceeds

A responsibility

Withdrawal from the partnership

Specificity of limited partnerships

Investors' rights

Liquidation

Why are partnerships created?

Required by law

Constituent documents

Participants in a full partnership

Participant rights

Obligations of participants

Governing bodies

Share capital

Profit distribution procedure

Liability of participants in a full partnership

Withdrawal of a participant from a full partnership

Advantages and disadvantages

see also

See what "General Partnership" is in other dictionaries:

Required by law

Constituent documents

Participants in a full partnership

Participant rights

Obligations of participants

Governing bodies

Share capital

Profit distribution procedure

Liability of participants in a full partnership

Withdrawal of a participant from a full partnership

Advantages and disadvantages

see also

See what "General Partnership" is in other dictionaries: