Business partnerships and companies briefly. Business partnerships and companies. Features, forms, types, legal status of business partnerships. Types of joint stock companies

Business partnerships and societies recognize commercial organizations with the authorized (pooled) capital divided into shares (contributions) of the founders (participants). The property created at the expense of the contributions of the founders (participants), as well as acquired and produced by a business partnership or company in the course of its activity, belongs to it on the basis of the right of ownership.

In accordance with the Civil Code of the Russian Federation, participants in business partnerships and companies can be individual entrepreneurs and legal entities(commercial organizations).

Depending on the nature of the association and the degree of responsibility of the participants for its obligations, associations of entrepreneurs are divided into associations of persons and pooling of capital. A business partnership, as a rule, is an association of persons. Members of such a partnership combine not only monetary and other funds, but also their own activities. In the application of these funds, each participant has the right to conduct business, represent and manage. An economic society is a pooling of capital, which involves the addition of only capital, and management and operational management society is carried out by specially created bodies. The liability for the obligations of the pooling of capital is borne by the company itself, and the participants (founders) of the company themselves are exempted from the risk arising from economic activity.

According to the Civil Code of the Russian Federation, business partnerships can be created in the form of a full partnership and limited partnership (limited partnerships), business companies - in the form of a joint stock company, a limited liability company and an additional liability company.

Full partnership - it is the union of two or more persons to conduct entrepreneurial activity on a joint basis in accordance with the agreement concluded between them and bear unlimited joint and several liability not only with the invested capital, but also with all their property.

A general partnership does not require a charter. It is created and operates on the basis of a memorandum of association signed by all members of the partnership. The memorandum of association shall indicate the name of the partnership, its location, the procedure for managing its activities, the size and composition of the joint stock capital of the partnership, the procedure for changing the share of each of its participants, as well as information on the liability of the participants of the full partnership for violation of obligations to make contributions, etc.

A general partnership is a legal entity, an independent firm, has a set of rights that allow it to act as a business entity.

The management of the partnership is carried out by the general agreement of all participants. Each participant has one vote and has the right to get acquainted with all the documentation on the conduct of business and has the right to act on behalf of the partnership if constituent document it has not been established that all its participants conduct business jointly or that the conduct of business is entrusted to separate participants.

In the joint conduct of the affairs of a partnership by its participants, the consent of all the participants in the partnership is required to complete each transaction. If the conduct of the affairs of the partnership is entrusted to one or several members, then the remaining members, in order to conclude the transaction on behalf of the partnership, must have a power of attorney from the participant who is entrusted with the conduct of the affairs of the partnership.

The profits and losses of a general partnership are distributed among the participants in proportion to their shares in the contributed capital. The participants in a full partnership jointly bear subsidiary liability with their property for the obligations of the partnership. If the property of the partnership is insufficient to pay off the debts, the founders (participants) of the partnership shall be liable with their personally owned property in proportion to the contributions made to the general partnership. A participant who has retired from the partnership is liable for the obligations of the partnership that arose before the moment of its retirement.

The combined property intended for conducting business is a common shared property and belongs to all participants on a share basis. Each participant has his share (share) corresponding to his property and monetary contributions to the partnership. The share reflects that part of the monetary value of the property of the partnership that belongs to this participant.

Full partnerships are based on personal and trusting relationships, therefore, they have appeared and are developing as a form of family business, providing mainly paid services.

The form of a full partnership is not widespread in the construction industry, since it does not limit their liability for the obligations of the partnership, and the state does not establish any privileges for them.

Limited partnership (limited partnership) - it is an association of two or more persons on the basis of an agreement between them for the purpose of conducting joint economic activities. The fundamental difference between a limited partnership and a full partnership is that only one part of its members, referred to as general partners, bears full subsidiary responsibility for the obligations of the partnership with all of its property, and the other part of its members in the form of contributing members (limited partners) bears limited liability and is liable for obligations only with his share contribution to society. Commandants can contribute not only to monetary form, but also in the form of providing premises, Vehicle and in another way.

This organizational and legal form expands the economic base of the partnership, allows you to accumulate funds for major business activities. But the commanding officers must know very well those to whom they are giving their funds, and trust them, since the likelihood of losses from unsuccessful business is not excluded. Therefore, such partnerships are called limited partnerships.

Limited partnerships do not have a charter, they are created and operate on the basis of a memorandum of association. The agreement includes the following provisions: the name of the partnership; the subject of his activity; location; the duration of the partnership; total amount of participants' contributions; share in the total contribution of all general comrades and all command officers in the distribution of profits, as well as other provisions.

The management of the partnership is carried out by general partners. Investors do not have the right to participate in the management and conduct of the business of a limited partnership, to act on its behalf except by power of attorney; they have no right to challenge the actions of the general partners in the management and conduct of the business of the partnership.

The investor of the partnership has the right:

1) receive a part of the partnership's profit due to its share in the contributed capital in the manner prescribed by the memorandum of association;
2) get acquainted with the annual reports and balance sheets of the partnership;
3) at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the memorandum of association;
4) transfer his share in the contributed capital or part of it to another investor or third party.

A limited partnership has the same disadvantages as a full partnership. Its additional advantage is that it can attract depositors' funds to increase its capital.

Business companies - this is the second group of organizational legal forms in which acts collective enterprise... They are subdivided into limited liability companies (LLC), additional liability companies (ALC) and joint stock companies.

Limited liability companies (OOO). The main feature that determined the name and constitutes one of the most important advantages of a limited liability company is that the participants (founders) of an LLC are liable for the obligations assumed by such a company only within the limits of their contributions to the capital of the LLC, and this is precisely why sense of responsibility of the society is limited. The LLC itself, as a legal entity, is liable to creditors for its obligations with all of its property.

A limited liability company can only be recognized as an enterprise founded by one or more persons, which has a charter capital divided into shares. Shares are distributed between the participants (founders) without a public subscription and must be registered.

In accordance with the Civil Code of the Russian Federation, an LLC is a voluntary association of citizens, legal entities, both together with the aim of carrying out joint economic activities through the initial formation of a statutory fund only at the expense of the contributions of the founders, who form the society. The constituent document of an LLC is the constituent agreement signed by its founders and the charter approved by them. The memorandum of association usually includes the following provisions: the name of the company; its location, information about the founders, the purpose of creating the LLC, the procedure for the formation of property, the authorized capital, the size and nature of the participants' contributions, information about the current account, the procedure and terms for making contributions by the participants, the rights and obligations of the members of the LLC, the distribution of the company's profits, information on the termination of activities LLC, the term of the contract.

The authorized capital of an LLC must not be less than the amount determined by the law on limited liability companies. In addition, the charter capital of an LLC must be paid by its founders at least in half at the time of registration of the company, the rest of the charter capital of the company must be paid by its founders during the first year of the company's activity.

Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" regulates in detail the issues of company management: general meeting, board of directors (supervisory board), executive body (board, management, general director, president, etc. .), revision Commission.

The supreme body of an LLC is the general meeting of its members, which is elected by the executive body. The executive governing body of an LLC may be elected not from among its members.

LLC has a number of characteristic features distinguishing it from other forms of enterprises:

1) the number of participants in an LLC should not be more than 50. If the number of participants exceeds 50, then this LLC must be transformed into an open joint stock company within a year;
2) an enterprise in the form of an LLC - mostly small and medium-sized organizations, more mobile and flexible than joint stock companies;
3) the presence (creation) of share capital. Share certificates, unlike shares, are not securities and are not traded on the securities market. But it is allowed to issue bonds to attract additional funds in an amount not exceeding the size of the authorized capital;
4) each participant can withdraw from the company at any time. In this case, he must be paid: the share of the profit due to the results of the company's work, the cost of his contribution to authorized capital society and the value of a part of the property, proportional to this contribution;
5) a participant can be expelled from the company only by a court decision, which protects him from the administrative arbitrariness of the company's management;
6) the admission of new members is carried out only with the consent of all members of the LLC;
7) it is not necessary to publish your charter, data on the balance sheet, changes in the size of capital and movements in the executive body - all this is of great convenience for entrepreneurs, since it gives them the opportunity, while limiting liability for the company's obligations only by their own contribution, to carry out all kinds of operations without betraying their publicity;
8) the participants are not responsible for the obligations of the LLC, and the LLC is not responsible for the obligations of the participants;
9) the LLC structure is simpler. The management of the company's affairs and the conclusion of transactions on behalf of the company is carried out by one or more managers, who may or may not be members of the company.

Additional liability company (ALC) is a type of business entity. It can be established by one or several persons, its authorized capital is divided into shares of the sizes determined by the constituent documents. The members of the company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.

A special feature of the ALC is that if the property of the company is insufficient to meet the claims of creditors, the participants of the ALC can be held liable for the debts of the company by their personal property in a joint and several manner. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The provisions of the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies" apply to an additional liability company.

All the above organizational and legal forms of entrepreneurship are used mainly by small enterprises. Large scale construction production require other methods of attracting capital and their use, which would ensure the stable operation of the enterprise. The experience of developing market relations abroad and in our country testifies to the effectiveness of pooling capital to create large production joint stock companies.

Civil Code of the Russian Federation, part 1 and the federal law dated December 26, 1995 No. 203-FZ "On Joint Stock Companies" determine legal basis and the status of a joint stock company.

Joint-stock company (JSC) is a form of enterprise, the capital of which is formed through the issue and placement of shares, and the participants in the enterprise (shareholders) are liable, limited only by the amount that was paid for the acquired shares. The difference between a limited liability company and a joint-stock company is that in an LLC, entrepreneurs unite to work together, and in a JSC, first of all, capital is unified for its joint use. In both cases, the members of the company are responsible for the results of their activities, limited by their contributions. Only the company itself is responsible for the obligations of a joint-stock company with its property.

A joint-stock company is created on the basis of a voluntary pooling of capital of legal and individuals with the aim of making a profit by meeting social needs for their products (works, services).

A JSC is a legal entity, bears property liability to creditors, has property that is completely separate from the property of individual shareholders, owns cash share capital broken down into shares.

Depending on the composition of the founders, the method of forming the authorized capital and the status of its participants, the legislation distinguishes between two types of joint-stock companies: closed and open.

Closed joint stock company (JSC) is a company whose shares are distributed only among the founders, it has no right to conduct an open subscription and distribution of shares. Shareholders of a CJSC have a preemptive right to purchase shares sold by other shareholders of this company. The term for exercising the preemptive right may not be less than 30 and more than 60 days. The number of participants in an OJSC should not exceed the number established by the law on joint stock companies.

Public corporation (JSC) forms the authorized capital by issuing and free public sale of shares without the consent of other shareholders. JSC is obliged to publish annually for general information: annual report, balance sheet, profit and loss account. The transformation of state or municipal property is focused on open corporatization, which makes it possible to purchase shares for a wide range of buyers, which makes it possible to transfer property to entrepreneurs for their more efficient use.

The decision to establish a closed or open joint stock company is made by the constituent assembly, where the number of founders open society not limited. The founders conclude an agreement with each other in writing determining the procedure for their implementation joint activities on the establishment of the company, the size of the authorized capital of the company, the categories of issued shares and the procedure for their placement, as well as other conditions stipulated by the Law on Joint Stock Companies.

The constituent document of a closed and open joint stock company is the charter approved by the founders.

The charter of a joint-stock company must contain: the full and abbreviated name of the company, location, type of joint-stock company (open or closed), number, par value, categories of shares and types of preferred shares, the rights of owners of shares of each category, size of the authorized capital, structure and competence of the management bodies of the company and the procedure for making decisions, the procedure for preparing and conducting general meeting shareholders, a list of issues for the solution of which a qualified majority of votes or unanimity is required, etc.

The authorized capital of a JSC is a certain amount of money, consisting of the par value of the company's shares acquired by shareholders. The size of the authorized capital of a JSC is determined by the founders based on the needs for funds to start a company, but cannot be less than the amount provided for by the Law on Joint Stock Companies.

The authorized capital of a JSC is formed in two ways: through a public subscription to shares or through the distribution of shares among the founders. Since the law establishes the principle according to which the authorized capital is made up first of all from the contributions of its founders, and then from attracting funds from shareholders, then when establishing a joint-stock company, all shares must be distributed among the founders, i.e. open public subscription of shares before full payment of the authorized capital is inadmissible. The authorized capital can be increased either by increasing the par value of a share, or by placing additional shares. However, an increase in the authorized capital to cover the losses of a JSC is not allowed. The minimum authorized capital of an open company must be at least 1000 times the amount minimum size wages on the date of registration of the company, and closed society- not less than 100 times the amount of the minimum wage established by federal law.

Promotions can be different types: registered and promotions bearer, simple and privileged promotions, etc. The share certifies the fact that its owner - shareholder has made a certain contribution to the capital of the joint-stock company. It can be the subject of purchase and sale, donation, pledge. In addition, the share can generate income in the form of a share of the profits received by the joint stock company, and gives the right to participate in management.

One of the sources of attracting investments by a joint-stock company is the issue of bonds.

The joint-stock company has the right to issue bonds for an amount not exceeding 25% of the authorized capital. A bond is a security that gives its owner the right to receive a fixed interest in set time... Bonds can be registered and bearer.

The supreme governing body of a joint-stock company is the general meeting of its shareholders. The number of shares held by a shareholder is also determined by the number of his votes at the general meeting. The general meeting is authorized to resolve such issues as: defining the general line of development of the company, changing the charter, approving the results of the JSC's activities, electing the board, etc.

In a joint-stock company with more than fifty shareholders, a board of directors (supervisory board) is created. The quantitative composition of the board of directors and issues attributed to their exclusive competence are established by the charter of the company.

The management of the current activities of the company is carried out by unanimous executive body company (general director, director) or collegial executive body of the company (board, directorate). The executive committee of the JSC carries out the day-to-day management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders.

Joint-stock enterprises have the following advantages:

1) the ability to attract additional investments by issuing shares allows to unite an almost unlimited number of investors, including small ones, while maintaining control of large investors over the activities of the company;
2) they limit the liability of the partner-shareholders to the value of the shares with a common economic interest, while the shareholders are not liable for the obligations of the company to its creditors;
3) the rights of shareholders are divided into property and personal. Personal includes the right to vote at general meetings, and property - the right to receive a dividend and part of the value of the company's property upon liquidation;
4) small powers of shareholders in the area of management and large powers in the area of control;
5) the responsibility of the members of the board of directors, general director, members of the board for the results of the company's activities.

The current legislation provides for the reorganization and liquidation of a joint stock company by decision of the general meeting of shareholders. The main forms of reorganization: merger, acquisition, division, separation and transformation.

Business partnerships and companies- commercial organizations with authorized capital divided into shares of founders. The property created at the expense of the founders' contributions, as well as produced and acquired by a business partnership or society in the course of its activities, belongs to it by right of ownership. Anything that has a value can be a contribution to property: property rights, securities, money, property in kind, etc.

Difference between partnership and society lies in the fact that a partnership is an association of persons not only by capital, but also by its activities, and a society is only an association of monetary and other financial investments. Business partnerships: full partnerships and limited partnerships.

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

Among the norms established by the Civil Code of the Russian Federation in relation to a full partnership, the following are of significant importance:

1. The management of the partnership is carried out by the general agreement of all its participants. Each participant in the partnership has the right to act on behalf of the partnership, unless the agreement establishes that all its participants conduct business jointly or that the conduct of business is entrusted to separate participants.

2. A participant in the partnership shall not have the right, without the consent of the other participants, to make transactions on his own behalf and 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.

3. The profits and losses of the partnership 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.

4. A participant in a partnership has the right to withdraw from it by declaring its refusal to join the partnership (at least six months before the actual withdrawal from the partnership).

A general partnership can include as participants individual entrepreneurs as well as legal entities... The relationship between them is established memorandum of association, in accordance with which the general partners (participants) carry out entrepreneurial activities on behalf of the created partnership.

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

The process of creating a general partnership implies that its founders hold a meeting, at which a decision is made on the establishment of a PT and a memorandum of association is concluded. The minutes of the meeting and the memorandum of association signed by all participants are submitted to the registering authority.

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

Among the norms established in the Civil Code of the Russian Federation in relation to limited partnerships, the following are of significant importance:

1. In this type of partnership, fundamental differences have been established between general partners (their positions and actions are mainly regulated by the rules on full partnership) and limited partners, whose status, rights and obligations are mainly determined by the position of the "depositor".

2. A person can be a general partner in only one limited partnership. The management of a limited partnership is carried out by general partners (guided mainly by the rules on a general partnership). Investors have the right to participate in the management and conduct of the partnership's affairs, to act on its behalf only by power of attorney. They are not entitled to challenge the actions of the general partners in the management and conduct of the partnership.

3. The main right of limited investors is to receive a part of the partnership's profit due to their share in the contributed capital, in the manner prescribed by the memorandum of association. In the event of the liquidation of the partnership, the investors shall have a preferential right over the general partners to receive their contributions from the property of the partnership remaining after the satisfaction of the creditors' claims.

In a limited partnership, there is a double responsibility: some participants (partners) are responsible for the obligations of the partnership with all their property, other participants (investors) - only with a certain contribution. This limited liability contributes to the attraction of a larger number of persons to this form of connection than to a full partnership. (G.F.Shershenevich).

The main difference between a limited partnership (limited partnership) and a full partnership is that two types of participants - full comrades and contributors (limited partners).

Full comrades(complements) in a limited partnership can be individual entrepreneurs and / or commercial organizations, anddepositors(limited partners) can be citizens(who may or may not be sole proprietors) and any legal entities.If there are no investors left in a limited partnership, then it must be liquidated or be transformed into a general partnership.

A responsibility:

For full comrades in a limited partnership - the same as for general comrades in a full partnership. Investors, on the other hand, are not liable for the partnership's debts, but risk only their own contribution.

The order of activity:

Activities in a limited partnership, in general, are similar to activities in a full partnership, however, there are differences associated with the presence of two types of participants:

The partnership is managed only by general partners, and the investors only make a contribution and for this they participate in the profits of the partnership.

Investors do not take part in the entrepreneurial activities of the partnership and in its management (the investors do not even sign the foundation agreement of the partnership).

Legislation regulating activities:

The activity of a limited partnership is regulated by the Civil Code of the Russian Federation (Articles 82-86 of the Civil Code of the Russian Federation), there are no special laws.

Brand name:

The firm name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one full partner with the addition of the words "and company" and the words "partnership on faith "or" limited partnership ". If the name of the contributor is included in the firm name of a limited partnership, such contributor becomes a full partner.

The advantages of partnerships are:

Possibility of attracting additional investments to the business;

Full confidence in the participants of the partnership on the part of creditors who do not risk losing their investments, due to the fact that the participants in a full partnership are also responsible for the debts of the partnership with their personal property;

Uniting the forces of outstanding personalities actively working within the framework of the established company, which contributes to its prosperity;

Trust between all members of a partnership, characteristic of honest business.

Disadvantage this organizational and legal form is the risk of loss of personal property. However, this minus generates a plus, which consists in striving for the company's success.

Business partnerships in the modern Russian economy are practically not widespread. At the same time, partnerships in Russia were widely represented in the pre-revolutionary period. V Russian Empire partnerships were legislatively enshrined in the manifesto of Emperor Alexander I of January 1, 1807 "On the new benefits, differences, advantages and new ways of spreading and strengthening trade enterprises”, Where it was recommended to trade by forming merchant partnerships (full, by faith and by land).

Vivid examples of partnerships in Russia in the late XIX - early XX centuries are in the confectionery industry "Partnership of Abrikosov and Sons" (now OJSC "Confectionery Concern Babaevsky") and "Partnership Einem", in textile industry“Partnership of Manufactories P.M. Ryabushinsky with his sons ”, in the banking sector“ Banking house of the Ryabushinsky brothers ”, in publishing activities“ The publishing, publishing and book trade partnership of I.D. Sytin and Co. "," M.O. Wolf "," The partnership of A.S. Suvorin ". Currently, business partnerships are widespread in the economically developed countries of Europe and in the United States.

Business partnerships and companies are a generic concept that denotes several independent types of commercial legal entities, which have in common the fact that their authorized (pooled) capital is divided into shares. This is what distinguishes business partnerships and companies from other commercial organizations. 1 .

The Civil Code of the Russian Federation provides for a fairly wide range of legal forms of collective management, which meets both modern international standards and domestic economic realities. Organizational and legal forms of business partnerships or societies are capable of serving the interests of both individual merchants, and small family collectives, and gigantic groups of shareholders unfamiliar with each other.

Business partnerships in Russian law are understood as contractual associations of several persons for joint business activities under a common name.

Business companies are organizations created by one or more persons by combining (separating) their property for conducting entrepreneurial activities.

The main actor of any partnership - a general partner - bears unlimited liability for the obligations of the firm with all of its property. Therefore, in partnerships, unlike societies, the founders, as a rule, take a personal part in the affairs of the enterprise. For the same reason, a person can be a full partner in only one partnership. The circle of founders is usually much narrower than in societies, due to the personal and trusting relationship between them2. The fundamental provisions defining the possible composition of participants in business companies and partnerships are contained in paragraph 4 of Art. 66 PS. Entrepreneurship is always associated with increased property risk, therefore the legislator considers legal position citizens and non-profit organizations incompatible with the status of a full comrade.

It is characteristic of business societies to unite not so much the personal efforts of the participants as their property. The participants are not liable for the obligations of the company (with the exception of companies with additional liability), and their entrepreneurial risk is limited to the amount of contributions to the authorized capital. Therefore, it is the size of the authorized capital of the company that is the main guarantee of the interests of creditors and acquires special significance, uncharacteristic for partnerships. A decrease in the size of the authorized capital of a company is possible only after notification of all its creditors, who in this case acquire the right to demand early termination or fulfillment of obligations and compensation for losses (as in the case of reorganization).

The basic rights and obligations of participants in business companies and partnerships are generally enshrined in Art. 67 of the Civil Code and may be supplemented in the constituent documents. Participants have the right to manage the affairs of the company in one form or another, receive information about its activities, participate in the distribution of profits and receive part of the property remaining after the liquidation of the enterprise (the so-called liquidation balance). At the same time, they are obliged to participate in the formation of the property of the enterprise and not to disclose confidential information about its activities. The norms of Art. 67 of the Civil Code are imperative, therefore, it is impossible to deprive a participant of any of the listed rights or release from duty.

Full partnership

A business partnership, the participants of which jointly bear subsidiary (additional) liability for its obligations with all their property, is called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective 1 .

The legislator distinguishes between cases of management of a general partnership (Article 71 of the Civil Code) and the conduct of partnership affairs (Article 72 of the Civil Code). The management of the partnership is carried out on the basis of decisions taken by all participants unanimously or by a majority of votes (if the latter is provided for by the memorandum of association). Doing business, i.e. representation of the interests of a full partnership in circulation, as a general rule, is carried out by each of the participants. In this case, a general partnership as a legal entity has several independent and equal bodies (according to the number of participants). The Memorandum of Association may establish other schemes for the bodies of a full partnership, for example: the conduct of business by all participants jointly (one collegial body) or by some of them (one or more sole bodies). It is important to note that the listed options for the organizational structure of the partnership cannot be applied simultaneously. Therefore, entrusting the conduct of a full partnership to one of the participants deprives the other of the rights to represent the interests of the company without a power of attorney. 1 .

Legislative regulation of the size of the joint-stock capital of a full partnership is important only for its registration. In the future, neither a decrease in the contributed capital, nor even its complete loss, do not entail dramatic consequences (see clause 2 of article 74 of the Civil Code). This is not surprising, since the claims of the creditors of the partnership can be satisfied at the expense of the property of its participants.

A general partner is prohibited from acting in a similar capacity in more than one enterprise. This rule, by the way, is unusual for the majority of foreign legislation, established in the interests of the creditors of the partnership. To protect the interests of the partners themselves, there is a prohibition for a participant to make transactions without the consent of others that are similar to those made by the partnership, that is, to compete with it (clause 3 of article 73 of the Civil Code).

Changes in the personal composition of participants (withdrawal, expulsion, death or loss of full legal capacity by a citizen, recognition of him as missing, liquidation or forced reorganization of a legal entity), as a general rule, entails the liquidation of a full partnership. Otherwise, it may be provided by the memorandum of association or the agreement of the remaining participants (clause 1 of article 76 of the Civil Code). Changes in the property status of a participant have similar consequences - declaring him bankrupt or levying a claim on his share in the pooled capital by creditors.

Being by its nature an association of persons, a general partnership cannot consist of a single participant and, if this happens, it must be transformed into a business company or liquidated (Article 81 of the Civil Code).

Fellowship on Faith

A business partnership, consisting of two categories of participants: general partners (complements), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (partners) who are not responsible for the obligations of the enterprise, is called a limited partnership (or limited partnership).

Similarly to a general partnership, the corporate name of a limited partnership must contain the names (titles) of all or at least one full partner (in the latter case, with the addition of the words “... and the company”).

According to paragraph 1 of Art. 83 of the Civil Code, fellow investors may not even participate in the signing of the memorandum of association, i.e. the principle of anonymity of limited partners is observed. The relationship between fellow contributors and general partners should be regulated by an agreement. And if this is not a constituent agreement, then it means some other one, conventionally called an agreement on participation in a partnership. This legal structure, indeed, allows you to keep the absolute secret of the identity of the limited partner (even from the state), but it still seems to be extremely contradictory. 1 .

A limited partnership, as it were, includes two relatively independent structures: a general partnership and a group (or one) of fellow contributors. On the one hand, the limited partners are completely excluded from participation in the management and conduct of the partnership. On the other hand, they manage their deposits completely independently of their general comrades. A distinctive feature of the rights of a limited partner to the property of the partnership is that when leaving the enterprise, he has the right to claim only the return of his contribution, and not to receive an appropriate share in the property of the company (subl. 4, clause 2, Art. 85 PS). However, in the event of the liquidation of the company, the partner investor participates in the distribution of the liquidation balance on an equal basis with the general partners.

The grounds for the liquidation of a limited partnership have significant specificity. In particular, a limited partnership is preserved if at least one full partner and one limited partner remain in it (part 2, clause 1, article 86 of the Civil Code). This means that in all cases of changes in the personal composition of the participants, the partnership, as a general rule, continues to exist.

In the part that does not affect the legal status of limited partners, a limited partnership is similar to a full partnership, therefore, everything said about full partnerships also applies to limited partnerships (see paragraph 5 of Article 82 of the Civil Code).

Business partnership- is an association of two or more partners with the aim of organizing joint business activities, participation in which is necessarily sealed or by a written agreement.

Signs of business partnerships

Business partnerships characterized by the following features:

Deposits are divided into shares by the contributed capital;
All property acquired or produced belongs to the partnership;
The supreme body is the meeting of participants;
A business partnership is considered as an association of persons, which implies personal participation in the affairs of the partnership;
State bodies and municipal bodies are not entitled to participate in business partnerships;

Forms of business partnerships. Full partnership

Business partnerships are created in the form of a full partnership or limited partnership (limited partnership).

Article 66 of the Civil Code of the Russian Federation establishes common signs for business partnerships ─ the partnership is a commercial organization, the contributed capital of business partnerships is divided into contributions.

Article 69 of the Civil Code of the Russian Federation specifies an economic general partnership in more detail:

purpose ─ doing business;
the participants act on behalf of the partnership in accordance with the constituent agreement concluded between them;
participants are responsible for the obligations of the partnership with their property.

These signs of a business partnership are supplemented by Article 75 of the Civil Code of the Russian Federation, which establishes that everyone who is part of a full business partnership jointly bear subsidiary liability for the partnership's obligations.

Types of business partnerships

Civil legislation in this moment distinguishes 2 types of business partnerships: full partnership and limited partnership.

Article 66 "Basic Provisions on Business Partnerships and Companies" of the Civil Code of the Russian Federation establishes that business partnerships can be created in the legal form of a full partnership or limited partnership (limited partnership).

General partnership (simple)

Limited partnership (limited partnership)

Limited partnership- a legal entity in which, in addition to the participants carrying out entrepreneurial activities on behalf of the partnership and responsible for its obligations with their property, there are one or more participants in the contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities from the name of the partnership. The general partnership rules apply to a limited partnership.

The management of the affairs of a limited partnership is carried out by general partners. Investors are not entitled to participate in the affairs of the partnership and challenge its decisions. The investor has the right to receive part of the profits from the partnership's affairs, to get acquainted with the partnership's annual reports, and to leave the partnership at the end of the financial year.

A limited partnership is liquidated in the event of the retirement of all contributors, but general partners are entitled to believe in a general partnership.

Members of business partnerships

Members of business partnerships can be citizens, legal entities, public law formations, individual entrepreneurs, commercial organizations.

Participants in a general business partnership and general partners in a limited partnership are individual entrepreneurs and commercial organizations.

Contributors to limited partnerships can be citizens and legal entities, as well as public law entities.

Legislation may prohibit or restrict the participation of certain categories of persons in business partnerships and companies. Thus, Federal Law No. 7-FZ of 12.01.1996 "On Non-Commercial Organizations" establishes that "A government institution is not entitled to act as a founder (participant) of legal entities."

State bodies and bodies local government does not have the right to participate on its own behalf in business partnerships and companies.

A business partnership has the right to be a founder (participant) of other business partnerships and companies, with the exception of cases provided for by law.

Management in business partnerships

In a full partnership and limited partnership, management is carried out in the manner prescribed by Articles 71 and 84 of the Civil Code of the Russian Federation by the general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership or not, has the right to receive all information about the activities of the partnership and to get acquainted with all the documentation on the conduct of business.

The management of a limited partnership is carried out by general partners. Its order is established by them in accordance with the rules of the Civil Code of the Russian Federation on full partnership.

Investors are not entitled to participate in the management and conduct of the business of a limited partnership, to challenge the actions of general partners in the management and conduct of the business of the partnership, to act on its behalf otherwise than by power of attorney.

Transformation and liquidation of business partnerships

Various types of business partnerships and companies can be transformed into business partnerships and companies of a different type.

In particular, by decision of the general meeting of participants, business partnerships can be transformed into production cooperatives.

Business partnerships and companies cannot be reorganized into non-profit organizations or to unitary commercial organizations.

When a partnership is reorganized into a company, each full partner who has become a participant (shareholder) of the company, within two years, bears subsidiary liability with all of its property for the obligations transferred to the company from the partnership.

A general partnership may be liquidated by a decision of its founders (participants) or a body of a legal entity authorized by the constituent document, by a court decision, in the case when the only participant remains in the partnership. Left alone, he has the right to transform such a partnership into a business company within six months.

The liquidation of a limited partnership takes place upon the retirement of all the contributors who participated in it. The general partners have the right to transform it into a general partnership.

In the event of the liquidation of a limited partnership, including if there has been bankruptcy, the investors have a preferential right over the general partners to receive contributions from the property of the partnership that remained after the creditors' claims were satisfied.

Authorized capital of a business partnership

What should be the authorized capital of business partnerships is indicated in the memorandum of association. The founding agreement of a full partnership contains conditions on the size and composition of the partnership's contributed capital, the amount and procedure for changing the shares of each of its participants.

A participant in a full partnership is obliged to make at least half of his contribution to the contributed capital of the partnership before his state registration... The remainder is paid within the time frame established by the memorandum of association.

The founding agreement of a limited partnership contains conditions on the size and composition of the contributed capital of the partnership; on the amount and procedure for changing the shares of each of the general partners; on the aggregate amount of deposits made by depositors.

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.

The investor of a limited partnership is obliged to contribute to the contributed capital. He also has the right to transfer his share or part of the share in the pooled capital to another investor or third party.

Civil law Russian Federation provides for various organizational and legal forms of entrepreneurial activity. One of them is business partnerships. Today they occupy an important place in the mechanism of civil law regulation. Business partnerships in the Russian Federation are one of the ways to direct the creative energy of citizens to development market economy with maximum consideration for the interests of all members of society.

Civil Code of the Russian Federation Article 66. Basic provisions on business partnerships and companies

(see text in previous edition)

1. Business partnerships and companies are corporate commercial organizations with authorized (pooled) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of the founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to the business partnership or society by the right of ownership.

The scope of the powers of participants in a business company is determined in proportion to their shares in authorized capital society. A different scope of powers of participants in a non-public economic company may be provided for by the charter of the company, as well as by a corporate agreement, provided that information on the existence of such an agreement and on the scope of powers of participants in the company provided for by it is entered into the unified state register of legal entities.

2. In the cases provided for by this Code, a business company may be created by one person who becomes its only participant.

A business company may not have as its sole participant another business company consisting of one person, unless otherwise provided by this Code or another law.

3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).

4. Business companies can be created in the organizational and legal form of a joint stock company or a limited liability company.

5. Participants full partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.

Citizens and legal entities, as well as public law formations, can be participants in business companies and contributors to limited partnerships.

6. State bodies and bodies of local self-government shall not have the right to participate on their own behalf in business partnerships and companies.

Institutions can be participants in business companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.

The law may prohibit or restrict the participation of certain categories of persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by law.

7. Peculiarities of the legal status of credit institutions, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial institutions, joint stock companies of workers (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.