Features of the establishment and activities of business partnerships. A general partnership, its distinguishing features and characteristics

16.10.2019

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Russian legislation, through regulatory legal acts, fully regulates the existence of any type of partnership, from creation to liquidation. Today we propose to discuss the creation and existence of commercial partnerships within the framework of the laws of the Russian Federation.

Full partnership - what is it?

There are several types of partnership in the Russian Federation: full, on faith, economic, share, etc. This is a kind of transformation of the family community. Today, a partnership has a full description similar to that of an economic partnership, and its full regulations from creation to liquidation are regulated by the Civil Code of the Russian Federation, Art. 69-81.

His partners are complete comrades with each other. Within the framework of such an enterprise, all participants bear joint (equal) responsibility and, if the circumstances and state of affairs require it, they are responsible for their obligations with their property and personal funds, regardless of the date of joining the community. Therefore, this form of record keeping implies the complete trust of the participants in relation to each other. Participants can be commercial organizations (legal entities) or individual entrepreneurs.

The authorized capital of a full partnership

The basis of agreements between members of a business partnership or limited partnership is the constituent documents (only an agreement, there is no charter in this form of the community), where, among other things, the amount of the authorized capital (hereinafter referred to as the Criminal Code) is fixed, which consists of the funds contributed from each of its members. The profitable side of the enterprise, the obligations and responsibilities of the parties depend on the volume of the authorized capital. Legal norms on the amount of the Criminal Code are governed by the norms of the Law on Business Communities. At the same time, the contribution of each participant to the Criminal Code can be any, according to internal agreements. The minimum amount of the Criminal Code, depending on the form (on faith, economic, etc.), is 100-1000 minimum wages.

The number of participants in a full partnership

Such a partnership can be created by at least two participants, between whom responsibilities are distributed. Responsibility before the law and creditors is borne by each participant equally, regardless of his form and time of joining the ranks of the community: on faith, share, etc. ...

Governing bodies of a full partnership

Legislation gives freedom to such communities in terms of governance. In general, there are three types:

General management for all matters and matters, distributed among the participants.
At the general meeting, one manager is elected, who acts on behalf of all participants.
Any member of such a partnership takes over management as needed.

When voting, each participant has only one vote. But in any case, the manager does not have the right to act on behalf of the company in his personal interests or in the interests of third parties. In addition, he is fully responsible for his actions to the rest of the community and constantly and fully informs all members about the state of affairs.

Business general partnership - essence

According to the regulatory legal acts of the Russian Federation, there are two types of economic partnership: on faith (limited) and full. The basic principle of such a partnership is a commercial direction, which provides that all members are jointly and severally subsidiary responsibility for the obligations of the community with their property and funds. Those. it is a contractual community.

Federal Law on full partnership

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 about 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.

the right to familiarize himself with all documentation on the conduct of business, regardless of whether he is authorized to conduct the business of the partnership. Waiver of this right or its restriction, including by agreement of the participants in the partnership, are void;
the right to act on behalf of the partnership, unless otherwise provided by the memorandum of association;
the right to withdraw from the partnership, declaring the refusal to participate in it. An agreement between the participants in the partnership on the waiver of the right to withdraw from the partnership is null and void;
the right to receive the value of a part of the partnership's property corresponding to the share of the participant in the event of his retirement from the partnership.

A participant in a full partnership is obliged:

participate in the activities of the partnership in accordance with the terms of the memorandum of association;
make a contribution to the pooled capital in the manner and terms established by the Civil Code and the Memorandum of Association;
without the consent of the rest of the participants, not to make transactions on their own behalf in their own interests or in the interests of third parties, similar to those that constitute the subject of the partnership.

Composition of participants in a full partnership in principle, it should remain unchanged throughout its existence. In the event of the retirement of any of the partners, the partnership may continue its activities if this is provided for by the foundation agreement of the partnership or by the agreement of the remaining participants. A special case in which the obligatory presence of an agreement of the remaining participants is provided is the exclusion of any of the participants from the full partnership. The participants in a full partnership have the right to demand in court the exclusion of any of the participants from the partnership by the 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. Provided, however, that at least two members remain in the partnership.

New participants in a general partnership can be accepted only with the consent of other participants and only as legal successors of the retired participants. The Civil Code of the Russian Federation provides for the possibility of accepting into the partnership the heirs of the retired participant and the legal successor of the reorganized legal entity, which was a participant in the partnership before the reorganization (clause 2, article 78 of the Civil Code). Along with this, it is allowed by a participant to transfer his share not only to another participant in the partnership, but also to a third party, if the consent of the other participants is obtained for this (Article 79 of the Civil Code).

In the usual case, the withdrawal of a participant, if it does not entail its liquidation, leads to a proportional increase in the shares of participation of the remaining participants, unless otherwise provided by the memorandum of association or other agreement of the participants (clause 3, article 78 of the Civil Code).

Functions of Bodies of a Full Partnership are performed by its participants. The management of the partnership is carried out by them by common agreement, i.e. unanimously. Such a deviation in favor of the cooperative principle is caused by the special legal nature of the partnership, which implies an equal risk of liability of the partners, regardless of the amount of the contribution made. Nevertheless, the law allows participants in a general partnership to provide for cases in the memorandum of association when decisions are made by a majority vote. Each participant has one vote, but the memorandum of association may provide for a different procedure for determining the number of votes of its participants (depending on the contribution made, other circumstances that determine the role of the participant in the activities of the partnership).

There are no executive bodies in a full partnership. 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 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 (members) who is entrusted with the conduct of the affairs of the partnership.

The peculiarity of the conduct of the affairs of a particular partnership is determined by its constituent agreement, familiarity with the provisions of which, as a general rule, is not the responsibility of the rest of the participants in civil circulation. They have the right to rely on the usual order of business in the partnership, established by the Civil Code. Hence, 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 participant in the partnership did not have the right to act on behalf of partnerships (paragraph 4 of clause 1 of article 72 of the Civil Code).

Property isolation of a full partnership is relative. On the one hand, it is expressed in the presence of his own property. In the constituent agreement, along with the information general for this document (clause 2 of article 52 of the Civil Code), the conditions on the amount and composition of the joint stock capital of the partnership must be contained; 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. The partnership is obliged to record its property on an independent balance sheet and have at least one bank account for conducting monetary transactions.

On the other hand, the profits and losses of a full partnership do not come into the ownership of the partnership (respectively, they are attributed to its property), but are distributed among its participants in proportion to their shares in the joint 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.

In the cases specified in the law (for example, when the partnership has signs of bankruptcy or can acquire such in the event of distribution of profits, as well as in the case when the value of net assets becomes less than the size of the contributed capital), it is prohibited to distribute profits.

Independent property liability of a full partnership accordingly, it is also relative. Of course, the partnership is liable to its creditors with the property assigned to it, but the resulting losses of the partnership are ultimately distributed proportionally between its participants. In addition, if the partnership's property is insufficient, the participants jointly bear subsidiary liability with their property for the partnership's obligations. Moreover, even the former participant bears such responsibility 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. Of course, we are talking only about obligations that arose during the period of his participation in the partnership. And a participant who is not a founder (accepted by way of succession or alienation of a share) is liable on an equal basis with other participants for obligations that arose before he entered the partnership (clause 2 of article 75 of the Civil Code).

Such high requirements for the liability of the participant are designed to ensure the financial stability of the partnership in circulation, its reliability in the eyes of creditors, by virtue of which the law prohibits anyone from being a participant in more than one full partnership (clause 2 of article 69 of the Civil Code).

On the contrary, the partnership is not liable for the obligations of its member. Therefore, foreclosure 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 general 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. Levy of execution on property corresponding to the share of a participant in the contributed capital of a full partnership terminates his participation in the partnership, but does not cancel his responsibility for the obligations of the partnership provided for the retiring participant (Article 80 of the Civil Code).

Brand 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 "full partnership".

Liquidation and reorganization of a full partnership have the following features. A general partnership, in addition to the general grounds for liquidation, can also be liquidated if only one participant remains in its composition. However, the Civil Code gives such a participant the right to transform such a partnership into a business company within 6 months. A general partnership shall be subject to liquidation also in the event of the withdrawal from its membership of any of the participants, unless the founding agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.

A general partnership is an association of entrepreneurs on an economic basis to engage in joint financial and commercial activities within the framework of existing legislation.

According to Part 1 of Art. 69 of the Civil Code of the Russian Federation, such a partnership is a community whose participants are engaged in entrepreneurial activity exclusively jointly... All obligations assumed by one of them and not fulfilled by him must be fulfilled by the rest. Having assumed specific obligations, the participants are obliged to answer them not only by joint, but also by personal means, which is a huge inconvenience for themselves, but insures clients using the services of this association.

When joining the community, you need to be prepared for the fact that becoming a member of any other similar organization will fail. Each association has its own corporate name, which may consist of the names of all its members with the addition of the phrase "full partnership" or from the name of one member with the addition of the same phrase or "company".

Founders and constituent documents

The founders of this association may be individual entrepreneurs and commercial firms... The main constituent document is the constituent agreement, the signing of which is mandatory for all participants.

the name of the organization being created;
the address at which it is located;
in what order the activity will be carried out;
the amount of total contributions;
the amount of the share contribution of each of the participants;
time of payment of entrance fees;
measures of responsibility for violation of this agreement.

In accordance with the constituent agreement, a legal entity is created, the procedure for carrying out common work is decided, the conditions for the existence of the property of this legal entity are discussed. persons, as well as the conditions on the basis of which the partners carry out their activities.

In addition, the contract is intended to define the terms on which the estimated gains and losses will be allocated. The agreement also specifies how the procedure for admission to the partnership and withdrawal from it will proceed.

Number, rights, duties and responsibilities of participants

The main condition for the creation of such an association is the presence in it at least two participants... Their rights and obligations are determined by the memorandum of association, as well as the amount that each of them is ready to provide in a common piggy bank, the so-called joint capital.

When making any decision, general partners proceed from the interests of each of them, each has one vote on the council. The exceptions are cases when the presence of a vote for all participants is not provided for in the constituent document, in which case all decisions are made as a result of the counting of the majority of votes.

In addition to the above, each of them has the right to:

receiving income, the amount of which is commensurate with the size of the contribution;
participation in all affairs of a legal entity;
obtaining information about the work of the partnership, its financial condition and constituent documents;
obtaining information regarding the distribution of profits;
property remaining after the reorganization;
exit from the association at any time convenient for him.

The responsibility of each full partner is distributed to all, regardless of the size of the contribution. This condition assumes that all participants are responsible for each other's actions. not only by their contributions, but also by personal property.

In addition, they are required to:

to allocate part of financial assets for investment in pooled capital;
pay at least 50% of the total capital upon joining and deposit the remainder as soon as possible;
if it is impossible to pay in full the entire amount specified in the constituent document, the participant undertakes to pay 10% of the forfeit calculated on the amount of the remaining debt and designed to compensate for the losses of the other partners incurred in the process of existence with incomplete pooled capital.
keep confidential information concerning the work of the organization, if it is required by common interests;
actively participate in all activities of the community;
not to make transactions similar to transactions in which all members of the partnership must take part, on their own behalf.

Objectives of the activity

The purpose of the existence of this association is to facilitate entrepreneurial activity in various fields. Thanks to the total capital, the formed legal entity can do business much better than any of the comrades could do separately.

The trust on the part of clients in the partnership is higher than in individual representatives of such a business. Community activities can be related to construction, the development of new technologies, tailoring on an industrial scale, and the like.

You can learn the procedure for conducting the affairs of such an organization according to the Civil Code of the Russian Federation from the following video:

Governing bodies

The association is managed by all the comrades who formed it, unless otherwise stated in the constituent document. All members have one vote and are entitled to act on behalf of the others. The exceptions are cases when the contract stipulates in advance the joint management of all cases.

In this case, when the next transaction requiring a decision is made, a council of all partners is assembled.

When doing business on behalf of the majority, each participant who practices this approach must have a power of attorney signed by the others. If the confidence in one of the members is shaken, his powers may be terminated by a court decision, about which a corresponding entry is made in the memorandum of association.

As such, the partnership does not have management bodies, since in most cases the participants act on a common behalf.

Registration procedure

To register, you must provide the following information and documents:

the name of the future organization;
the type of activity that you plan to engage in;
information on the amount of the authorized capital, including the procedure for its payment;
information about the selected taxation system;
the permanent address at which the organization is located (it is allowed to indicate the address of a rented or non-residential premises);
information about the founders, as well as copies of constituent documents.

In this case, you will need to pay about 4 thousand rubles... The application for opening is signed by an authorized person and certified by a notary.

Liquidation and reorganization

These procedures are carried out in accordance with Art. 61 of the Civil Code of the Russian Federation. In addition, this association may be recognized as liquidated in the event that if all members leave it or it consists of one participant... The remaining comrade has the right to transform the organization into a business entity, acting in accordance with the Civil Code of the Russian Federation. This transformation can be carried out no later than 6 months after the actual disappearance of the community.

In addition, liquidation can occur if it is provided for by the memorandum of association. In other cases, the existence of the organization is considered indefinite and not subject to either reorganization or liquidation.

Advantages and disadvantages

A general partnership has both advantages and disadvantages. Fortunately, the latter are much smaller, but they are still there.

So, the advantages of the legal form are:

Additional funds. Thanks to the admission of new members to the association, it receives a lot of additional funds that can be used for the further development of entrepreneurial activity.
Confidence. Potential lenders trust such an organization more than firms.

The only but very significant disadvantage is the need to pay general debts out of your own pocket. Comrades always risk not only common but also personal property.

An example of the organization's functioning

An example is the association organized, for example, by individual entrepreneurs N. I. Ivanov, V. V. Sokolov and E. P. Myagkova on March 1, 2003. These entrepreneurs formed a full partnership "Ivanov and Co" for the production of knitted clothes.

For the first period of work, the profit amounted to at least 30,000 rubles. Half of it was distributed in proportion to the amount of earnings, and the rest was divided equally among all participants, which was stipulated in the memorandum of association.

Recently, it is almost impossible to meet such a community, but in the past it was this organizational and legal form of doing business that was most widely used, especially on the American continent and in Russia in the 19th century.

Comparison with a limited partnership

In addition to full partnerships, there are also limited partnerships, which are also called limited partnerships. The main difference between them is the need to pay bills with personal property, if we are talking about the full version, and the absence of such a need in the second case.

Comrades in faith always risk exclusively their own contributions, but their personal property remains intact.

If several comrades in faith have joined the full association, then the latter do not take any active part in entrepreneurial activity, but are obliged to pay entrance and other fees on time.

The community on faith has the right to carry out any commercial activity that does not contradict the law, take part in charity, provide marketing and consulting services, create conditions for the use of the latest scientific and technical innovations.

Other important nuances

Withdrawal from such an organization is unlimited.... The participant who has left the association is paid compensation equal to the estimated value of the part of the joint property to which he can apply. By agreement of the parties, compensation can be replaced by the receipt of property in kind.

For example, a friend may demand back a personal car, computer, household and agricultural equipment. The amount due is determined on the basis of the balance, which is drawn up immediately after the decision to withdraw.

In the event of the death of a friend, his property is transferred to the heirs. Moreover, the latter cannot become members of the organization without the permission of all its participants.

With a decrease in the number of comrades, the amount of the contributed capital increases. The exceptions are cases specified in the constituent document.

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 activity 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 size, composition, timing and procedure for making contributions by them; 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 vote 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 familiarize himself 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 participants in the partnership is required to complete each transaction.

In relations with third parties, the partnership does not have the right to refer to the provisions of the articles 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 several 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 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.

3. A participant in a full partnership shall not have the right, without the consent of the other participants, to make transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership's activities.

If this rule is violated, the partnership has the right, at its choice, to demand from such a participant compensation for 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.

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.

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 a 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 good 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 retiring 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 founding 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 has 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.

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 a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred 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 general partnership the allocation of a part of the partnership's property corresponding to the debtor's share in the contributed capital for the purpose of levying 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.