What is this form of ownership - a full partnership, the purpose of its creation. General partnership and its characteristics

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 retired from the partnership is liable for the obligations of the partnership that arose before the moment of his retirement, along 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 [edit wiki text] Each participant has the right to withdraw from the PT, while if an agreement is concluded prohibiting the withdrawal from the PT, then it is considered null and void. 78 of the Civil Code “Consequences of a participant's withdrawal from a full partnership”: “1. A participant who has 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 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 has the right to enter the partnership with the consent of its other participants, unless otherwise provided by the partnership's constituent agreement. articles. 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 increase accordingly, unless otherwise provided by the memorandum of association or other agreement of the participants. "

Advantages:

Possibility to attract additional funds;

Confidence on the part of creditors.

Disadvantages:

Compensation of debts at the expense of personal property .

Limited partnership (limited partnership)- a commercial organization based on contributed capital, in which there are two categories of members: general comrades and limited investors. General partners carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with all their property. Limited depositors are responsible only for their contribution to the development of something (business or project). Currently, this organizational and legal form is practically not used.

Brand name limited partnerships must contain either the names (titles) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one full partner with the addition of the words "and company" and the words "limited partnership "or" limited partnership ", and if the name of the investor is present in the name of the limited partnership, then such an investor becomes a full partner.

A limited partnership is created and operates on the basis of the memorandum of association. The constituent agreement must contain the following information: the name of the partnership; its location; the procedure for managing the activities of the partnership;

conditions on the amount and composition of the partnership's contributed capital; conditions on the amount and procedure for changing the shares of each of the general partners in the joint the amount of deposits made by depositors.

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. 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).

A full partner has the right: participate in the management of the partnership; receive information about the activities of the partnership; take part in the distribution of profits;

to receive, in the event of the liquidation of the partnership, a part of the property remaining after settlement with the creditors, or its value; at any time to withdraw from the partnership.

A full partner is obliged: make contributions in the manner, amount, methods and within the terms provided for by the constituent documents; do not disclose confidential information about the activities of the partnership; participate in the activities of the partnership in accordance with the terms of the constituent agreement; refrain from committing on their own behalf and in their own interests or in the interests of third parties persons of transactions, similar to those that constitute the subject of the partnership.

An investor in a limited partnership has the right: receive a part of the partnership's profit due to its share in the contributed capital in the manner prescribed by the constituent agreement; get acquainted with the annual reports and balance sheets of the partnership;

at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the memorandum of association; transfer your share in the joint capital or part of it to another investor or third party.

The depositor is obliged: contribute to the contributed capital. Making a contribution is certified by a certificate of participation issued to the investor of the partnership.

Governing bodies. 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 do not have the right to challenge the actions of the general partners in the management and conduct of the affairs of the partnership. The highest governing body is the meeting of the general partners. 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 memorandum of association stipulates that all general partners conduct business jointly, or the conduct of business is entrusted to separate participants. In case of joint management of the affairs of a partnership by its general partners, the consent of all participants in the partnership is required for the completion of each transaction. entrusted with the conduct of the affairs of the partnership.

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

Profit and loss limited partnerships 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 participating in profit or loss is not allowed. If, due to the 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 the net assets will not exceed the amount of the contributed capital.

The partnership is responsible according to his obligations with all property belonging to him. In case of insufficiency of the company's property, the creditor has the right to present a claim against any general partner or all of them at once to fulfill the obligation (subsidiary liability). A partner 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.

Legislative framework [edit wiki text]

Full partnership(Art. 69 of the Civil Code of the Russian Federation) is a 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.

Business partnerships (both full and limited) are, perhaps, the first historically established organizational form; its features can be found in the activities of medieval merchants, pre-revolutionary merchant and trading houses. Their characteristic feature is that the participants are obliged not only to pool their capitals, but also (as a rule) to personally participate in the activities of the organization.

The legal status of general partnerships is determined by the Civil Code of the Russian Federation.

Only commercial organizations or individual entrepreneurs can be participants in general partnerships, and, as the name itself suggests, there must be at least two of them. If there is only one participant left, the partnership must be liquidated or transformed into a business entity (Article 81 of the Civil Code of the Russian Federation).

The constituent document that determines the procedure for the operation of a full partnership is only the memorandum of association. The list of information that it must contain is indicated in Art. 70 of the Civil Code of the Russian Federation.

The minimum amount of the contributed capital has not been established by law; it is assumed that when creating a partnership, the participants themselves determine its amount. However, paragraph 2 of Art. 73 of the Civil Code of the Russian Federation establishes the obligation of a partner to make at least half of his contribution to the pooled capital by the time of registration. The rest must be made within the time frame established by the memorandum of association. Proceeding from the fact that the main purpose of the reserve capital is to guarantee the rights of creditors in the absence of other property in the organization, such a rule is justified, since in a full partnership the guarantee is all personal property of the participants (they bear joint and several subsidiary liability).

In accordance with Art. 71 of the Civil Code of the Russian Federation, the management of the activities of a full partnership is carried out by the general consent of all participants, unless otherwise provided by the memorandum of association (i.e. all issues are resolved according to the general rule by the meeting of participants).

Conduct business on behalf of the partnership, in accordance with Art. 72 of the Civil Code of the Russian Federation, every friend can (any of them is given the right to act on behalf of the organization without a power of attorney and special powers). This means that such organizations do not have the usual position of a director (general director) - transactions can be made by each comrade without the consent and notification of the others. In practice, this rule is one of the reasons that full partnerships are usually created by close relatives or acquaintances, and are family businesses.

Indeed, as a result, a situation may arise in which one participant will be liable with his property under an agreement concluded by another partner (and the first may not even know about the conclusion of such a transaction). However, in the memorandum of association it may be established (clause 1 of article 72 of the Civil Code of the Russian Federation) that the conduct of the partnership is carried out jointly (in this case, the consent of all participants is required to complete each transaction) or it can be entrusted to only one participant (while the rest can act only by power of attorney).

A participant who has the right to conduct business on behalf of the partnership is not entitled, without the consent of the other participants, to make transactions on his own behalf in his own interests or the interests of third parties that are similar to those that constitute the subject of the partnership's activities (clause 3 of article 73 of the Civil Code of the Russian Federation). Thanks to this rule, a conflict between the interests of the partnership and the personal interests of its participant is excluded. Since each of the comrades is an independent economic entity in itself, naturally, it would be more profitable for him to conclude an agreement on his own behalf and receive all the profit himself, rather than share it with the rest.

Another reason for the unpopularity of general partnerships in modern Russian conditions is the consolidation of the principle of full responsibility of participants. All partners (Article 75 of the Civil Code of the Russian Federation) jointly bear subsidiary liability with their property for the obligations of the partnership. This rule is imperative and cannot be changed by agreement of the founders. Subsidiarity of liability means that the creditor is obliged to first declare a demand for the fulfillment of the obligation to the partnership itself as an independent subject of law, and only in case of non-fulfillment or incomplete fulfillment in the remaining part, the demand can be presented to the participants.

Solidarity, however, means that the entire requirement for performance can be declared at the option of the creditor to any of the comrades. For example, the amount owed by the partnership to pay for the products was 100 thousand rubles, of which the partnership itself was able to pay only 20 thousand rubles. The remaining amount (80 thousand), the creditor can declare for payment to any of the comrades, who, quite possibly, will have to sell their personal property in order to pay off the debt.

A participant in the partnership can withdraw from it by announcing the upcoming withdrawal at least 6 months before the actual withdrawal. If the partnership was established for a certain period, its participant can leave the company only if there are good reasons (Article 77 of the Civil Code of the Russian Federation). Upon exit, he is paid the value of a part of the property, corresponding to the share of this participant in the contributed capital.

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.

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

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 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 2 years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. The agreement of the participants in the partnership on the limitation or elimination of the liability of the participants is null and void.

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".

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.

The decision to create a partnership must contain information on the establishment of the partnership, the approval of its charter, on the procedure, size, methods and timing of the formation of the partnership's property, on the election (appointment) of its bodies, information on the results of voting of the founders on the establishment of the partnership, on the procedure for joint activities of the founders to create a partnership.

The minutes of the decision of the meeting of founders is drawn up in writing. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

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

4) information about the persons who carried out the counting of votes;

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

The founding agreement of a full partnership must contain, inter alia, information on the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as conditions on the size and composition of the joint stock capital of the partnership; on the size and procedure for changing the shares of each of the participants in the contributed capital; on the size, composition, timing and procedure for making contributions by them; on the liability of participants for violation of obligations to make contributions.

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

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

When a foreign legal entity participates in the establishment of a full partnership, an extract from the register of foreign legal entities of the corresponding country of origin or other equally valid proof of the legal status of the foreign legal entity - the founder is required.

Business partnerships can be created in the form of a full partnership and limited partnership.

Characteristics of a full partnership

Full partnership is a commercial organization, the participants of which have entered into an agreement among themselves on the creation of an enterprise for the joint conduct of certain economic activities.

1. Participants n full partnership are individual entrepreneurs and / or commercial organizations. At the same time, they retain complete independence and the rights of a legal entity.

2. The source of formation of the property of the partnership is the contributions of its participants.

3. Profits and losses are distributed among the participants in proportion to their shares in the contributed capital.

4. The entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity.

5. In the event of a lack of property of the partnership to pay off its debts, the claims of creditors are satisfied at the expense of the personal property of any of the participants (or all together), i.e. joint and several subsidiary liability.

6. An individual entrepreneur or a commercial organization can be members of only one full partnership.

7. At the general meeting, each participant has one vote. Upon retirement from the partnership, the participant receives a share of the property equal to his share in the contributed capital. In this case, the rest of the participants contribute the amount paid to the retired, or reduce the amount of the contributed capital. Consolidation of property is also possible on the basis of a joint activity agreement.

8. If only one participant remains in a full partnership, he is obliged to transform it into a joint stock company, a limited liability company or an additional liability company within 6 months.

9. The only constituent document is the Memorandum of Association. In a partnership, organs are not formed that express its will outwardly.

10. The law does not provide for the minimum amount of the contributed capital.

Advantages:

1. It is possible to accumulate significant funds in a short time;

2. Each member of the partnership may engage in entrepreneurial activity on behalf of the partnership;

3. General partnerships are more attractive to lenders;

4. It is possible to receive tax benefits.

Disadvantages:

1. Between general partners there must be a relationship of trust;

2. A partnership cannot be a company of one person;

3. In the event of bankruptcy, each member of the partnership is responsible for his obligations not only with his contribution, but also with his personal property.

Characteristics of a limited partnership

Fellowship on Faith (limited partnership) is a kind of full partnership with some peculiarities.

1. Consists of 2 groups of participants: general comrades and contributors. General partners carry out entrepreneurial activities on behalf of the partnership itself and bear unlimited and joint liability for the partnership's obligations.

2. Investors can be any legal and / or natural person. Investors only make contributions to the property of the partnership, but do not answer with their personal property for its obligations. They do not have the right to participate in the management of the partnership and act on its behalf, but they have the right to get acquainted with its financial activities.

3. Investors have the right to receive a profit share proportional to their contributions. They can freely withdraw from the partnership and receive their contribution. They can transfer their share to another investor or third party without the consent of the partnership or general partners.

4. The constituent document is also the constituent agreement, which is signed only by the general partners.

5. The investor can withdraw from the partnership at any time, while he receives only his contribution to the contributed capital, but does not have the right to receive a part of the property proportional to his share in the contributed capital.

Benefits of a limited partnership:

1. The same as for a full partnership;

2. To increase capital, they can attract funds from depositors.

Disadvantages of limited partnership:

1. The same as for a full partnership.

Types of business partnerships:

1.Full partnership- a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and bear full responsibility for all property belonging to them (including personal).

2. Fellowship on Faith(TV - limited partnership) includes general partners and contributors (limited partners). The status of general partners is similar to that of a general partnership. Limited partners do not take part in entrepreneurial activities and bear the risk of losses of the partnership within the limits of their contributions.

3. A business company is considered a subsidiary, if another (main) business company or partnership has the ability to determine its decisions. Full or subsidiary responsibility for the results of activities of the subsidiary is imposed on the main business company or partnership.

4. A business company is recognized as dependent, if another (participating in its affairs) company has more than twenty percent of voting shares or twenty percent of the authorized capital of the LLC.

There are (etc., complete, etc.) carrying out various activities. What is a general partnership and what are its features?

The essence of a full partnership

A general partnership is a type of business partnership, all participants in it are full partners. They are responsible before the law for the activities of the partnership with property, and not only with a monetary contribution. All participants are fully committed by personal means if the state of affairs so requires.

A general partnership was originally a family type of business organization, because this form of doing business requires complete trust in colleagues in the enterprise.

Today, a general partnership can be organized by legal entities rather than individuals. The minimum number of participants is two people. A general partnership is not a common option for organizing entrepreneurship in today's environment.

Below is a description of a full partnership.

Characteristics and signs

General comrades bear the same responsibility before the law. It doesn't matter when a friend joined the organization, immediately after opening, or after a while. Even if a comrade leaves the organization, his responsibility before the law regarding the activities of this organization remains for another two years.

A participant in a general partnership cannot engage in activities that compete with the general partnership in which he participates. This point is very clearly stipulated in the charters of such organizations, before the exclusion of a comrade from the organization.

Advantages and disadvantages

The advantages of this form of doing business are such moments.

• The ability to easily raise capital in a short period of time.
• There is a high probability of attracting additional cash investments.
• Positive assessment of creditors.

The disadvantages of such a business are also significant.

• Full individual material responsibility before the law for the activities of the partnership.

Read about the features of the organization and the governing bodies of a full partnership below.

Control features

A general partnership can be managed in several ways.

• Any participant carries out activities on behalf of the partnership.
• Joint management of the organization's affairs. Decisions are joint and are made by all participants.
• Governance is carried out by one member, who is elected by the participants.

Constituent documents

The main document of a full partnership is the memorandum of association. It is signed by all members of the organization. It indicates the following information.

• Name and location of the partnership.
• How the partnership is managed.
• Information about the capital of the organization, about the shares of participants.
• The responsibility of the members of the partnership.

This video will tell you about the memorandum of association of a full partnership:

Society members

All participants in a full partnership are its founders. They are responsible for the activities of the organization. When there are not enough funds to cover the debts of the enterprise, the creditors have the right to recover the personal property of the participants. Only legal entities are members of a full partnership.

Members of a general partnership have the following rights.

• Receive income that is proportional to his share in the capital of the organization.
• The opportunity to participate in the management of the partnership, to receive information about the activities.
• Get back a part of the property that was left after paying off the organization's debts.

Members also have responsibilities in relation to the partnership.

• The costs are also incurred in proportion to the share of the participants in the capital.
• At least half of their monetary contribution by the participant must be made by the time of registration of the organization. The rest must be paid on time.
• Keep confidential information about the partnership in secret.
• Do not make transactions on your own behalf, which will compete with the company's activities.

Read about the sources of the property of the general partnership and the size of its authorized capital below.