Full partnership and its characteristics. Features of the institution and activities of economic partnerships

In Russia, there are various legal activities of entrepreneurial and non-commercial organizations. A complete partnership is highlighted in a special way - the organizational and legal type of entrepreneurship, which is now used less often. A distinctive feature is in the level of responsibility of partners.

Full partnership - what is it?

It is customary to share a variety of legal forms of entrepreneurial, and not only, activities. They are different in their specifics, features and level of responsibility. Among the queries "Partnership Common Characteristic" can be found a huge amount of information about various aspects of this organizational and legal species. Also closest in value is society on faith. They differ only by some obligations and responsibility of participants.

The distinctive features of full and economic entities on faith are the following:

• the only and basic constituent act is an agreement;
• the occupation is to implement commercial activities;
• participants in the full partnership and society in faith function from his behalf;
• the partnership is formed by the authorized capital;
• responsibility for the work of society is solidarity, as well as subsidiary, i.e. Any of the participants meets the funds of capital in proportion to the invested share.

The name of the organization must contain the names or surnames of its members with the asscription "full partnership". Similarly, it can be based on the data of one person, but then you need to add "and the company".

Regulates the work of complete partnerships and societies to faith federal and civil legislation, namely, FZ No. 51 and.

Authorized capital of full partnership

Like any economic object engaged in entrepreneurship and commerce, complete and society at faith is obliged to have an initial (share capital). It is formed from the contribution of each of the participants and causes them a stake on the revenue and loss in the future. The limits of the smallest and largest size of the authorized capital are not established legislatively, and therefore are determined by the founders on their own.

Number of participants of the full partnership

According to civil law, the full partnership and society on faith cannot have only one person. The organizers must have a minimum of two. At the same time, only legal entities are allowed to membership. Participants may be an IP or individual entrepreneurs.

The maximum permissible values \u200b\u200bin the number of partners restrictions do not have. At the same time, the rights, as well as the responsibility of the participants are disbanded in proportion to their share of funds that were entered into primary capital. By the same principle, income and costs are distributed. Responsibility carries each of the partners.

It is important that the person consisting in society cannot be as part of other similar organizations. And upon the exit of all members, in the case when one participant remains in the partnership, it is possible to reorganize into another business entity for six months.

Full partnership management bodies

A distinctive feature of the full partnership and society in faith is confidential office. Decisions are accepted together, by all participants, or by the method of voting. The principle determines the constituent contract. He can determine who from the members what weight of the voice has.

Based on the fact that each partner operates on behalf of the partnership in faith and is responsible for its activities, then the transaction has to conclude anyone. Exceptions are possible if the contract determines the maintenance of economic activity with one or more specific members. In this case, the rest for the design of commercial agreements will require a power of attorney.

Economic Common Partnership - Essence

Definition, characteristics and features of entrepreneurship in faith are talking about its essence. It is concluded in the joint activity of all partners and the same responsibility. The volume of profit gained, reimbursed costs, as well as rights and obligations is based on the amount of funds invested in the initial capital of the Society of Full Responsibility.

FZ about full partnership

The law regulates the activities of business organizations, including such a form of entrepreneurship in full responsibility. In particular, the rules of organization of such communities are described in the Federal Law of the Number 51. It describes the main issues related to the organization of such a form of entrepreneurship at faith:

• presented requirements for the main contract;
• the procedure for organizing a society;
• the procedure for carrying out activities;
• rights and obligations of participants;
• the procedure for eliminating partnerships, as well as exit from it.

The full partnership is one of the forms of ownership to register a legal entity with a mass of very characteristic features, many of which are experiencing exclusively to this organizational and legal form. There is such a partnership for joint entrepreneurial activities.

Only individual entrepreneurs can be included in the participants. At the same time, the newly educated enterprise will also be a legal entity with relevant opportunities and responsibility.

Creating this organization

When choosing is possible only listing All names or names of participants or an indication of one or more of them, adding "and the company" after the incomplete list. As in other cases, its form of ownership must be specified in the name of the organization, that is, the full partnership.

Such an enterprise can not To consist of one participant, therefore the number of comrades should be at least two.

When registering should be formed folding capital of partnership. It is compiled from the contributions of the participants who subsequently give them the right to participate in the management of the organization, to conduct entrepreneurship on behalf of the partnership and receive charter Part of the profits. The minimum and maximum amount of capital legislation are not regulated, therefore are determined on the basis of the needs of the organization and the possibilities of the founders.

The size and composition of the contribution Determined by participants at the stage of capital formation. Contributions can be both in cash and in natural. When applying, it must be appreciated in the monetary equivalent, and its value is made to the constituent documents.

At the time of state registration, all participants are obliged to make at least half of the agreed amount of their contribution, the deadline for making the remainder is indicated separately. For the late submission of this amount, penalties in the amount of ten percent per annum on the amount of the incompeated part, as well as compensation for losses incurred, if they occurred due to a violation of the payment of the fee.

Features of control

Management solutions regarding the work of the partnership are usually accepted with general consent. If such failed to achieve, permissible to make a decision by a majority vote. Distribution of votes Among the participants is determined by the constituent documents. Usually each participant has one vote. It is also possible to distribute depending on the share in the share capital.

And since the presence and size of the contribution affect the possibility of participation in management, the transfer of someone from the participants of its contribution, its part or the rights to managing the enterprise to another participant is possible only with the consent of the remaining members.

Functional and responsibilities Participants are distributed under general agreement. Initially, each of the participants has the right to operate on behalf of the partnership, but only from the knowledge and the consent of the remaining members. If there is no such need, only one of the participants or several can lead. In this case, the rest will be required.

Thus, the fundamental role in the work of the partnership has its constituent document, which is memorandum of associationwhich regulates the conditions for the creation and subsequent implementation of the legal entity. Depending on its content, it is possible to significantly vary the relations of the participants and the work of the partnership.

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Distribution of income

In addition to the size of the contribution, the responsibilities and the number of votes, the contract for each partnership is established the size of the profit gained. It can be proportional to the contribution or assigned functions, or to be established on the basis of other principles.

The distribution of profits between the participants is possible only if the value of the company's assets exceeds the size of the share capital. Otherwise, receiving profits by owners is suspended until an increase in the size of the assets.

Under the conditions of the Constituent Treaty, you can regulate the number of votes of each participant, the size of the profits received by them, performed by each of the members of the duty and the conditions for the exit from the partnership.

Responsibility of participants

Another major features of such a form of ownership is the responsibility of participants provided for by law. Each member of the partnership is responsible for the obligations of the enterprise not only in the amount of its share in capital, but also with all its property. Exactly because of this reason legislation prohibits participate in more than one full partnership.

Additional restrictions can also be banned for participants to carry out activities that can be considered homogeneous with the activities of the partnership.

At the same time, each new participant, entering into a partnership, assumes exactly the same obligations, not even being the founder and from the moment of joining the same responsibility, including on the obligations arising before its entry.

Participant Release Rules from Partnership

Exit from the partnership also does not envisage Full release from obligations from the moment of exit. The retired participant is responsible for all obligations that arose until its disposal within two years after the closure of reporting for the latter of its participation.

Exit from the partnership implemented Only after six months from the date notification of the intention to leave the participants.

Termination of activity

In cases where after the release of one or more members of the full partnership, it remains only one participant, which is contrary to the law, such an enterprise must be either reorganized in another form of ownership, or liquidated.

In the case of reorganization, for these actions, the last remaining participant is given to six months. In this case, this option makes it possible to transform a partnership to any other form of ownership. In other cases, it is possible to reorganize the partnership in the economic society or in the production cooperative.

As for the liquidation, the considered option can be considered the only difference from the generally accepted standards. In other cases, the elimination of the partnership is produced on the general basis, that is, it may be voluntary, forced or alternative.

Of the foregoing, it can be concluded that full partnership As the type of business organization gives a wide range of opportunities for regulating relations between participants in terms of the amount of profit, the degree of participation in management, finally, the size and composition of the contribution and the authority and functional provided by each participant.

However, I. significant minuses, The main of which is a high degree of responsibility of the participants compared to other forms of ownership, as well as the presence of restrictions on their number and composition.

Thus, a complete partnership allows Coordinate resources and skills of several organizations and entrepreneurs to maximize the result and vary the distribution of profits according to the contribution (not only material) of each participant. But at the same time, it requires high performance of work for the possibility of obtaining profits and mandatory confidence of participants in relation to each other, since liability for losses is high and applies to all members, regardless of their participation in activities.

The main provisions of the Civil Code of the Russian Federation on the full partnership are seeing the following video:

Full partnership - this is a partnership in which its participants in accordance with the contract between them are engaged in entrepreneurial activities on behalf of the partnership and should carry solidarity on the obligations of the partnership to the partnership to participate in the property, i.e. the comrades commitment can make a property requirement in full All comrades and any of them.

The minimum number of participants in the full partnership is two, the maximum number is any. If one participant remains in the partnership, it is either reorganized into the economic society, or is eliminated.

The full partnership is based on the equity (mutual) property of its participants. The minimum share capital of the full partnership is at least 100 times the minimum amount of wages (minimum wage) at the date of submission of constituent documents for registration.

As a constituent document of the full partnership is a founding contract, which reflects all parties to economic life. Defined:

- order of creating a partnership;

- the conditions for transferring to him their property;

- conditions and procedure for the distribution of profits and losses between comrades;

- procedure for managing the activities of the partnership;

- procedure for the release of founders from its composition;

- Dimensions and composition of share capital. The organization of the full partnership involves a high degree of confidence in his participants to each other and is based on the principles of complete and solidarity responsibility. Participants have to answer all the obligations of the enterprise not only by the property of the partnership, but also by their personal property. The profit received by the partnership on the basis of the fiscal year is divided between the participants in accordance with the deposits into share capital.

In practice, the following ways of conducting the full partnership are being implemented:

- each participant in such a partnership independently conducts economic activities on behalf of the partnership;

- Participants of the partnership jointly lead to the matters of the partnership, that is, all transactions on behalf of the partnership are made only on the basis of the joint decision of all partnership participants;

- the work of the partnership is carried out by one of the participants on the basis of the instructions of other comrades; The rest can perform any transactions on behalf of the partnership only on the basis of the proxy of the participant.

This organizational and legal form finds the application in those enterprises where the large proportion is intellectual capital (brokerage, accounting, audit, implement, lawyers). People working in such firms are business partners.

The advantages of this form:

- the possibility of accumulating significant funds in a relatively short time;

- Mobility in the directions of investment in various sectors of the economy.

Disadvantages:

- Difficulties in incorruptible profits between partnership participants;

- No tax benefits.

Russian legislation through regulatory acts fully regulates the issues of the existence of any type of partnership, ranging from the creation and ending with liquidation. Today we suggest discussing the topic of creating 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 partnerships in the Russian Federation: complete, faith, economic, feud, etc. This is a kind of transformation of the family community. Today, the partnership is the complete characteristic of the same as an economic and its full regulations from the creation before the liquidation is regulated by the Civil Code of the Russian Federation Art. 69-81.

His partners are among themselves full comrades. Within the framework of such an enterprise, all participants bear the solidarity (equal) responsibility and, if the circumstances and state of affairs require, are responsible for their property and personal funds regardless of the date of entry into the community. Therefore, such a form of conducting office work implies committed confidence in participants in relation to each other. Participants may be commercial organizations (Jurlitsa) or IP.

Authorized capital of full partnership

The basis of agreements between members of the economic partnership or partnership in faith are the constituent documents (only the contract, the charter in such a form of the community is absent), where, including the amount of share capital (further than the Criminal Code), which consists of funds from each of its member. The profitability of the enterprise, the obligations and responsibility of the parties depends on the volume of the Criminal Code. Legal norms in the amount of the Criminal Code are regulated by the norms of the Law on Economic Communities. In this case, the contribution of each participant in 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 wage.

Number of participants of the full partnership

Create such a partnership can at least two participants, between which the responsibilities are distributed. Responsibility to the law and creditors carry each participant equally regardless of its form and time of entry into the ranks of the community: on faith, mutual, etc. If the composition changed over time and the only participant remained in it, such a community should be eliminated in accordance with the state items of Russia. .

Full partnership management bodies

Legislation gives freedom to similar communities in terms of management. In general, three types are divided:

1. General management for all cases and issues distributed among the participants.
2. At the general meeting, one manager is selected, which acts on behalf of all participants.
3. Any member of such a partnership takes on management as needed.

When voting, each participant has only one voice. But in any version, the manager has no right on behalf of the company to act in personal interests or in the interests of third parties. In addition, he is fully responsible for his actions to the rest of the community members and constantly and fully informs all members of the state of affairs.

Economic Common Partnership - Essence

According to the regulatory acts of the Russian Federation, there are two types of economic partnerships: on faith (commandit) and complete. The basic principle of conducting the activities of such a partnership: the commercial direction in which it is envisaged that all members carry solidarial subsidiary responsibility for community commitments to their property and means. Those. This is a treaty community.

FZ about full partnership

Russian legislation provides for a wide range of organizational and legal forms of business. Among those are traditionally popular in the environment of entrepreneurs - OJSC, JSC. The implementation of activities in the status of IP is also common. At the same time, there are provisions in the Civil Code of the Russian Federation that allow Russian businessmen to engage in commercial activities through the establishment of partnerships. This type of legal form of business is represented in two varieties: partnerships are full and comdients. What is the specificity of each of the marked types of organizations? What are the advantages of doing business in the relevant organizational and legal status?

Essence of legal form

The Civil Code of the Russian Federation determines the full partnership as an economic association, the founders of which, in accordance with the signed agreement, carry out entrepreneurial activities and carry personal responsibility on arising obligations. A citizen may be part of only one partnership under consideration.

This legal form of entrepreneurship involves the creation of a legal entity. The full partnership, therefore, should have the official name. But it can be expressed in different ways. The first option: the name that looks like a list of names of all founders. The second option: indicate the names of the main or several key participants, as well as the phrase "and the company".

Nuances of the process of institution

A economic full partnership is created on the basis of a constituent agreement subscribed by all participants. This document must comply with the criteria defined in the 52nd article of the Civil Code of the Russian Federation. In order to establish a partnership, it will take to form a share capital - in some way the analogue of the authorized, which is necessary when registering LLC or JSC. At the same time, the requirements relating to the minimum amount of share capital, not established in Russian legislation.

Treaty and capital

In contrast to LLC and JSC, the establishment of the organization does not need the charter. That is, the contract of the full partnership is the only document that is needed for registration of the business of the appropriate type. In the constituent contract, the shares of each comrade in the share capital are prescribed. Also, provisions reflecting the specifics of the joint business, the rights and obligations of each of the participants, the procedure for distributing revenues, etc.

The capital of the full partnership is divided within the proportions that we noted above are determined in the constituent contract. As a rule, those proportions that are specified at the level of distribution of shares determine the subsequent formula of personification of revenue and loss of the organization, but other principles can be reflected in the contract.

At least half of their obligations to form the relevant corporate financial fund, each of the founders must fulfill by the organization. The rest is in the deadlines that are defined by the contract. If one of the comrades does not make its part of the share capital on time, it will be obliged to pay penalty interest. The economic full partnership may establish not only the physical, but also the organization.

Structure of the constituent contract

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

The standard sample of the appropriate agreement may include the following items:

• the official name of the organization;
• address of the location of the company;
• procedure for managing business partnership;
• conditions relating to the magnitude and structure of the share capital of the Organization;
• information about the amount and methods for changing the share of full comrades in the capital's capital;
• conditions reflecting the amount, structure, deadlines, as well as the procedure for making additional investments on the part of full comrades and mechanisms of responsibility for refusing to comply with the relevant prescriptions;
• information about the aggregate value of investment deposits in business.

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

It should be noted that within the framework of the relevant agreement, the conditions for the distribution of revenues between comrades are still recorded, as well as the procedure for the release of participants from the structure of the organization.

Rights of the participants of the full partnership

Consider what rights for participants in the full partnership guarantees Russian legislation. Among the key:

• obtaining income, which is calculated in proportion to the share in the share capital of the organization;
• participation in business, management of the company's business;
• obtaining the necessary information on the results of the organization's work, familiarization with accounting reports and other documents related to the activities of the company;
• participation in the distribution of revenues.

Also behind full comrades, the right to free exit from the company is enshrined.

Responsibilities of participants of the full partnership

In turn, full comrades should be prepared to fulfill a number of responsibilities. Among the main:

• carry the costs that are proportional to the share of the share capital;
• make money to the capital of the company in accordance with the conditions defined in the constituent contract;
• observe confidentiality concerning business processes, commercial secrecy.

It can be noted that in many full partnerships, the Constituent Agreement contains a provision that the participants in the organization are not entitled to perform from themselves and in the personal interests of the transaction, which repeat the essence of the business for the company for the company.

Consider the specifics of sharing a business in firms with the relevant legal status.

Sharing business

The full partnership suggests that each of its founders has an equal number of votes used at meetings if other criteria are not prescribed in the contract. Each member of the company has the right to learn the documentation relating to the business. Also, any of the founders can carry out activity on behalf of the entire partnership if other rules are not specified in the constituent contract. But a variant is quite possible, in which the corresponding document will only be allowed to share the work. In this case, the consent of all founders is required to conclude transactions.

Distribution of revenue

If created on the basis of such a legal form, as a complete partnership, the company brings profit, then it is distributed between the founders of the organization in accordance with the shares of each in the share capital, unless other rules are established in the contract.

Similarly, business losses are distributed. If the magnitude of the company's net assets will be lower than the size of the share capital, then the profit is not subject to the distribution between the participants of the partnership.

A responsibility

Responsibility of participants in the full partnership - subsidiary. Founders of the company are responsible for the possible obligations of the organization by their property. At the same time, if a new entrepreneur was included in the partnership, who was not listed in the founders, he should be ready to take part of the existing obligations arising before the organization proportionally to its share in the share capital.

If the property of the full partnership does not allow for insufficient volumes to settle with the debts of the organization, the founders must compensate for the relevant obligations at the expense of personal property in proportion to shares in share capital.

Exit from the partnership

Any participant in the partnership is entitled to get out of the organization, writing a corresponding statement. But it is necessary to do it 6 months before the planned exit of the business. True, for a valid reason, colleagues can allow a person to leave the organization ahead of schedule. The participant who exercised a way out of the partnership is paid by the share of the company's property proportional to the one that is established for it for a share capital, if the contract does not contain other conditions.

Payment is carried out in cash (or if the appropriate agreement is reached, in natural). The magnitude of payments is determined on the balance sheet indicators at the time of man's output from the business. At the same time, the shares of other partnership participants increase. Each founder of the Organization may transmit its share in the share capital to other colleagues or even to third parties, but only with the consent of the rest of entrepreneurs.

Specificity of comdant partnerships

Russian legislation admits such legal forms of business, as complete and comdant partnerships. The main feature of the first: the responsibility of all participants in the subsidiary. In turn, as part of the organizations of the Commanditative category, and subjects with special status may be present at the facilities. We are talking about depositors-committees. Persons these are responsible only within the limits of their contributions.

Thus, two groups of participants are present in faith in faith. First, these are full comrades who play a key role in the business. Secondly, these are depositors who expect to invest in business comrades, get income or set the goal to help them develop a matter. It can be noted that commanders, transferring in the business sum within the deposits, draw them into the ownership of the organization. Thus, it is assumed that they completely trust the company. This, in fact, is due to the name of the corresponding type of organization, which sounds like a "partnership on faith". As soon as the contributor makes the necessary investment amount, it is issued a certificate confirming this action.

Regardless, what is the status of the organization - a commendent or complete partnership, the characteristics of the legal position of the founders of the company almost the same. The mechanisms of responsibility are similar, except in partnerships on faith they may assume a somewhat reduced debt burden due to additional investments from depositors. If the commanders derive their contributions in the prescribed manner, then in this case the partnership on faith is transformed into complete. But as long as in the capital structure of the organization there are deposits from criminates, the partnership is called accordingly. Namely: in his corporate name there should be the names of all founders, as well as the phrase "Commandable Partnership".

Depositors' Rights

What rights do the commanders do? First of all, they can count on obtaining a part of the revenue of the company correlate with its share in the share capital. Also, commanders have the right to freely leave the business - but only at the end of the fiscal year. Depositors can also transmit 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 the commanders cannot accept key solutions in business, they are entitled to meet the financial documentation of the enterprise.

Regarding such as a responsibility for obligations, the full partnership should be prepared to pay depositors in the liquidation of the company. However, not primarily, but only after the founders calculate with other creditors.

Liquidation

The considered form of business can be eliminated in court or by virtue of the decision taken by the founders. If only one participant remains in the partnership, it may subsequently convert the organization to a different legal form of business.

Why are partnerships are created?

What is the relevant demand in the business of such an organizational and legal form, as a complete partnership? The characteristics of the companies working within the framework of this status assumes that all its participants are ready to conduct activities provided complete mutual trust. They must understand that with an unsuccessful deal, all will carry responsibility. As a rule, such a form of business, as a complete partnership, is characteristic of family enterprises.

As for the standard forms of relationships in the business, when partners and counterparties are generally not relatives and do not associate some common ideological values, then the full partnership is not the most demanded organizational and legal form. It is mainly due to the fact that the responsibility of the full partnership for obligations does not have fixed limits.