By the type of organization, there are economic partnerships. Business partnerships and business associations. Subsidiaries and dependent companies

Business partnerships and companies (Scheme 2.2) are commercial organizations with the authorized (pooled) capital divided into shares (contributions) of the founders (participants). In European countries and Japan, economic societies and their associations are referred to as companies, in USA - corporations.

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 it by right of ownership. In some cases, a business company can be created by one person, who becomes its only participant.

Business partnerships can be created in the form full partnership and limited partnership (limited partnership).

Business companies can be created in form joint stock company, limited company or with additional responsibility.

Business partnerships

The organization of business partnerships and the organization of their activities established by the Civil Code of the Russian Federation are presented in schemes 2.5 and 2.6.

From point of view commercial activities it is important to note following features business partnerships:

o general partners conduct entrepreneurial activities on behalf of the partnership, but a different procedure for doing business may be established by the memorandum of association;
o contributors (limited partners) do not participate in entrepreneurial activity and in the management of the partnership;
o full comrades carry responsibility for all property belonging to them, contributing members bear the risk of losses only within the limits of their contributions;
o profits and losses of both a general partnership and a limited partnership are distributed among the general partners in proportion to their shares in the contributed capital or in accordance with the terms of the agreement (agreement) between the participants. The investor participant has the right to receive a part of the profit due to his share, in the manner prescribed by the memorandum of association (which is signed by all general comrades).

Let us dwell in more detail on the responsibility of the participants in a full partnership. The legislative norm providing for unlimited joint and several liability of general partners is established in the interests of the participants

Scheme 2.5.

Scheme 2.6.

property turnover and cannot be canceled or limited by the contract.

Unlimited liability participants in a full partnership for its debts makes it very attractive to potential counterparties, and also increases the reliability and creditworthiness of the partnership in the eyes of other participants in property turnover. Let's consider the main issues related to this responsibility.

For the debts of the partnership, the partnership itself is primarily responsible as an independent subject of law, which has its own property. therefore the property of a partnership cannot be subject to collection for the debts of individual partners.

At the same time, a general partnership is an association of persons, from whose contributions the capital of the partnership itself is created. The participants in the partnership derive profit from the use of this capital, directly participating in the affairs of the partnership, and also bear additional (subsidiary) liability for its debts. therefore the share of a participant in the property of the partnership may be enforced by personal creditors in the event of a lack of other property of the partner to cover debts.

Thus, a creditor of a participant in a full partnership cannot foreclose on the private debts of a participant on the property of a full partnership, however, he can foreclose on the share of his debtor in this property, demanding the allocation of part of the property of the partnership.

The share of the property to be allocated or its value is determined according to the balance sheet drawn up at the time the creditors presented the claim for the allocation. 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. However, at the same time, over the next two years, he will be responsible but the debts of the partnership (Article 80 of the Civil Code of the Russian Federation).

If such a participant has transferred any property to the partnership on the right of use, then this property can be foreclosed on its debts, since it is not the property of the partnership, but of the comrade who contributed it. If such property is sufficient to satisfy the claims of the creditor, then the creditor does not have the right to demand also the allocation of the share of such a participant.

Attention should be paid to the fact that a person entering the partnership after its formation is liable on an equal basis with the founders of the partnership, including for those obligations that arose before joining the partnership. Such responsibility lies with him and in the event that he, joining the partnership, not knowing about certain obligations lying on the partnership, and even if these obligations were deliberately hidden from him. In the latter case, this partner has the right, in addition to a general recourse claim against the other partners, to bring a claim against them for losses incurred by him as a result of misleading him.

If the participant pays the debt of the partnership, he has the right to reclaim the other participants in proportion to the share of each of them in the losses of the partnership. This participation share must be specified in the contract. If there is no such indication, then the debtor who has fulfilled the joint and several obligation has the right to reclaim the remaining debtors in equal shares, unless otherwise provided by law or contract. Unpaid by one of the co-debtors falls in equal shares on all the others.

In accordance with paragraph 2 of Art. 75 of the Civil Code of the Russian Federation, a participant who retired from the partnership is liable for the partnership's debts within two years from the date of approval of the report on the activities of the partnership for the year in which he retired. The responsibility of the retired partner remains the same as if he remained in the partnership, that is, unlimited and joint and several. It applies not only to obligations arising during his stay in the partnership, but also to those obligations that arise during the entire time during which he will remain responsible.

The comrades bear joint and several liability for all the obligations of a full partnership, no matter what the grounds for these obligations arise(transactions, offenses, unjust enrichment). In addition, the partners bear the same responsibility for obligations arising from transactions concluded by any of the partners, even if not on behalf of the partnership, but in its interests.

Collective economic activity physical and legal entities within the territory of Russian Federation most often takes the form of a business partnership or society. The key similarity of these legal entities is that their property is divided into the contributions of the founders and formed in certain shares. However, between different kinds these legal entities have their own differences, which make it possible to more accurately determine the nature and purpose of the existence of organizations.

Definition

Business partnership Is a union individuals, the main purpose of which is to make a profit. Company property is owned by the entire organization. The partnership can be full and limited. All members of the society are responsible for the debts of their organization with their own property. At the same time, in a limited partnership there are general comrades who have the right to manage, and limited partners (investors) who are deprived of such a right.

Economical society Is a commercial organization that owns equity property (capital), divided by contributions from participants. A legal entity conducts economic activities aimed at making a profit. An organization can take the form of a company with additional (ALC) or limited (LLC) liability, a closed or open joint stock company (CJSC or OJSC). Members of a legal entity are liable for the company's debts only within the limits of their contributions.

Comparison

There are several fundamental differences between business companies and partnerships. They were formed by virtue of certain traditions and are enshrined in regulatory legal acts. First, it concerns participants in legal entities. Organizations and citizens can be members of an LLC, OJSC or ALC, with the exception of a number of restrictions. Only private entrepreneurs or business entities can participate in the partnership. Secondly, there is a difference in securing the debts of a legal entity. For the obligations of the partnership, the participants are responsible with all their own property, for the debts of the economic society - only within the limits of their share.

There is also a difference in approaches to managing an organization, the freedom to exit from it. Your share in LLC, OJSC or ODO can be freely sold, donated, transferred. If we are talking about a business partnership, then, in the general case, only compensation is provided in case of withdrawal. Members of a full partnership may alienate their share only with the consent of other members of the organization.

Conclusions site

The composition of the legal entity. In a partnership, commercial organizations (private entrepreneurs and firms) can be represented, in a business society - any individuals and legal entities (within the framework of the law).
Control. The partnership is managed by its members by convening a general meeting, the economic society creates its own administration.
Responsibility of members. For the debts of the partnership, its participants are responsible with their own property. Members of a business company only incur losses within the limits of their contribution in the event of unprofitable activities of the enterprise.
Alienation of a share. A joint-stock company (with the exception of CJSC) assumes free disposal of shares or its part of the property. Exit from an economic partnership is much more difficult and sometimes can only consist in obtaining a share of its property.

Business partnerships and companies commercial organizations are recognized with the authorized (pooled) capital divided into shares (contributions) of the founders (participants). TO business partnerships relate:

Full partnerships;

Limited partnerships (limited partnerships).

TO business entities relate:

Joint-Stock Company;

Society with limited liability;

Additional liability company.

Participants in general partnerships and general partners in limited partnerships may be:

· individual entrepreneurs;

· And (or) commercial organizations.

Members of business companies and contributors to limited partnerships may be:

· Citizens;

· And legal entities.

State bodies and organs local government does not have the right to act as participants in business companies and as contributors to limited partnerships, unless otherwise provided by law.

Institutions financed by the owners may be participants in business companies and investors in partnerships with the permission of the owner, unless otherwise provided by law.

The law may prohibit or restrict the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint stock companies.

TO common features of business partnerships and companies relate:

1) Division of the authorized (joint-stock) capital into shares (units).

2) A contribution to property can be money, securities, other things or property rights or other rights that have a monetary value. The monetary assessment of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in cases stipulated by law, is subject to an independent expert review.

3) The same type of management structure, the supreme governing body of which is the general meeting of participants.

4) Business partnerships and companies can be founders (participants) of other business partnerships and companies, except for the cases provided for by the Civil Code of the Russian Federation and other laws.

5) The rights and obligations of the participants.

Full partnership - a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with property belonging to them (Article 69 of the Civil Code of the Russian Federation). The liability of the participants in a full partnership is joint and several subsidiary.

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

A general partnership and limited partnership are created on the basis of the memorandum of association.

Limited liability company- a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

The constituent documents of a limited liability company are:

Memorandum of association;

If a society is founded by one person, it constituent document is the charter.

The number of participants in a limited liability company must not exceed 50 participants. Otherwise, it is subject to transformation into a joint-stock company within a year, and after this period - liquidation in court, if the number of its participants does not decrease to the limit established by law.

Supreme body a limited liability company is the general meeting of its participants.

The charter of the company may provide for the formation of the board of directors (supervisory board) of the company.

In a limited liability company, an executive body (collegial and (or) sole) is created that carries out the current management of its activities and is accountable general meeting its participants. Sole body management of the company may also be elected not from among its members.

Legal status limited liability companies are regulated Federal law dated February 8, 1998 No. 14-FZ "On Limited Liability Companies". Review questions judicial practice on cases related to the activities of limited liability companies, given in the Resolution of the Plenum The Supreme Court RF and the Plenum of the Supreme Of the Arbitration Court RF of December 9, 1999 No. 90/14 "On some issues of the application of the Federal Law" On Limited Liability Companies ".

Additional liability company- a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly 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. In the event of bankruptcy of one of the participants, his liability for the company's obligations is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the constituent documents of the company.

The limited liability company rules apply to the subsidiary company.

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

The main feature of a joint stock company is division authorized capital for shares. Shares can only be issued by a joint stock company.

The legal status of joint stock companies is regulated by federal laws dated December 26, 1995 No. 208-FZ "On joint stock companies", dated July 19, 1998 No. 115-FZ "On the peculiarities of the legal status of joint stock companies of workers (people's enterprises)".

Types of joint stock companies:

· Public corporation.

· Closed joint stock company.

· Joint-stock company of workers (national enterprise).

Unlike an open joint stock company closed joint stock company is not entitled to conduct an open subscription to the shares issued by him or otherwise offer them for purchase to an unlimited number of persons.

The shareholders of a closed joint stock company have preemptive right acquisition of shares sold by other shareholders of this company.

The number of members of a closed joint stock company must not exceed 50 members.

Joint Stock Company of Workers (People's Enterprise)- a joint-stock company, whose employees own the number of shares of the people's enterprise, the par value of which is more than 75 percent of its authorized capital.

Subsidiary business company - this is a business company in respect of which another (main) business company or partnership, due to the prevailing participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such a company.

A subsidiary company is not liable for the debts of the parent company (partnership).

The parent company (partnership), which has the right to give instructions to a subsidiary, including under an agreement with it, instructions that are binding on it, shall be liable jointly and severally with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

Dependent business company- a business company in respect of which the other (dominant, participating) company has more than:

Or twenty percent of the authorized capital of a limited liability company.

A business company that has acquired more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company is obliged to immediately publish information about this in the manner prescribed by the laws on business companies.

Production cooperative (artel) Is a voluntary association of citizens on the basis of membership for a joint industrial or other economic activity(production, processing, sale of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services) based on their personal labor and other participation and the consolidation of property shares by its members (participants). The law and the constituent documents of a production cooperative may provide for the participation of legal entities in its activities.

The main features of a production cooperative include the following:

The production cooperative is membership-based;

Is a commercial organization;

It is not only the association of the property of the participants, but also the association of personal labor participation;

The distribution of profits depends on labor participation;

The minimum number of participants is five members;

Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative.

The legal status of production cooperatives is regulated by federal laws dated May 8, 1996 No. 41-FZ "On production cooperatives", dated December 8, 1995 No. 193-FZ "On agricultural cooperation".

State and municipal unitary enterprises Is a commercial organization not endowed with the ownership right to the property assigned to it by the owner.

The property of a unitary enterprise is indivisible and cannot be distributed by contributions (shares, shares), including among the employees of the enterprise.

Types of unitary enterprises:

1. A unitary enterprise based on the right of economic management.

An enterprise is not entitled to dispose of immovable property without the consent of the owner.

The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise.

2. Unitary enterprise based on law operational management(state-owned enterprise)

A unitary enterprise is not entitled to dispose of both movable and immovable property without the consent of the owner. In this case, the owner can seize unnecessary, unused or misused property.

The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

The legal status of unitary enterprises is regulated by the Federal Law of November 14, 2002 No. 161-FZ "On State and Municipal Unitary Enterprises".

Report on the topic: "Business partnerships: concept, types, differences."

There are 2 types of business partnerships:

1. full partnerships;

2. limited partnership (limited partnership).

Full partnership - a partnership, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear the risk of losses on its obligations with all property belonging to them.

Full partnerships arise on the basis of an agreement between several participants (general partners), which can only be individual and collective entrepreneurs.

In the event of losses, the participants in a full partnership may lose not only their contributions, but also other monetary savings (real estate, vehicles etc.)

The only one constituent document a partnership is a memorandum of association. It must be signed by general partners and include the following information:

· The name of the partnership (the firm name must contain the words "General partnership" or "Limited partnership" ("limited partnership"), as well as the names (titles) of all general partners or one or more with the words "and company." the depositor's name is included, he becomes a full partner);

· Location of the partnership;

· The procedure for managing the activities of the partnership;

· The size and composition of the contributed capital, in a limited partnership - the total amount of contributions made by the contributing participants;

· The size and procedure for changing the shares of each of the general partners;

· The size, composition and procedure for making contributions by general partners and contributing participants and responsibility for compliance with this procedure.

One of the basic concepts that characterize a general partnership is share capital ... It is formed as a result of contributions made by the founders of the partnership, and its value in initial period activity determines the financial capabilities of the organization. The ratio of the participants' contributions determines the distribution of the partnership's profits and losses, as well as the rights of the participants to receive part of the property or its value upon retirement from the partnership. A contribution to the joint stock capital of a partnership can be money, securities, other things or property rights that have a monetary value. The assessment is carried out by agreement of the founders (participants). To the moment state registration of the partnership, the participant is obliged to make at least half of his contribution to the pooled capital, the rest - within the time frame established by the memorandum of association.

The property created at the expense of the contributions of the founders (participants), as well as produced and acquired by the partnership in the course of its activities, belongs to it by right of ownership.

Obligations of the participants in the partnership:

· General partners are liable for the obligations of the partnership with all their personal property;

· A general partner cannot act in a similar capacity in more than one partnership;

· Each general partner has the right to act on behalf of the partnership, unless otherwise provided in the memorandum of association;

· A general partner does not have the right to conclude, on his own behalf, in his own interests, transactions similar to those that constitute the subject of the partnership, without the consent of the rest of the general partners.

The management of the activities of a full partnership is carried out by the general agreement of all participants; each participant has, as a rule, one vote (at the same time, the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority vote).

Limited partnership (limited partnership) - a partnership in which, along with the general partners (who are responsible for their property), there are one or more contributing participants (limited partners) who do not take part in the partnership's entrepreneurial activities and bear the risk of losses within the limits of their contributions. If two or more participants take part in a limited partnership with full responsibility, they are jointly and severally liable for the debts of society.

The basic principles of formation and functioning here are the same as for a full partnership: this applies both to the contributed capital and to the position of general partners. The control procedure is also completely similar to that adopted in full partnership with the exception that limited partners do not have the right to interfere in any way in the actions of general partners in the management and conduct of the partnership, although they can, by proxy, act on its behalf.

The only duty of the limited partner is to contribute to the contributed capital. This provides him with the right to receive a part of the profit corresponding to his share in the contributed capital, as well as to familiarize himself with the annual reports and balance sheets.

Investors of a limited partnership have the right to:

act on behalf of the limited partnership only if there is an order and in accordance with it;
in case of liquidation of the company, demand the return of the participants earlier with full responsibility;
to require the presentation of annual reports and balances, as well as to ensure the possibility of checking the correctness of their maintenance.

Investors of a limited partnership must make contributions and additional contributions in the amount, by methods and in the manner prescribed by the memorandum of association. The joint size of the shares of the contributors must not exceed 50 percent of the property of the company specified in the memorandum of association. At the time of registration of a limited partnership, each of the contributors must make at least 25 percent of their contribution.

A limited partnership shall be liquidated upon retirement of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

A limited partnership is retained if at least one general partner and one contributor remain in it.

In the event of liquidation of a limited partnership, including in the event of bankruptcy, investors have a preferential right over general partners to receive contributions from the property of the partnership remaining after the claims of its creditors have been satisfied.

The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the joint capital of the partnership, unless a different procedure is provided for by the memorandum of association.

Bibliography:

1. Civil Code Russian Federation. Part one. Official edition - M.: Yurid.lit., 1994 - 240 p.

2. Course economic theory... Edited by prof. Chepurina M.N., prof. Kiseleva E.A. Ed. ASA, 1997

3. Shmalen G. Fundamentals and problems of enterprise economics: Per. with it. / Under. ed. prof. A.G. Porshnev. - M .: Finance and statistics, 1996. - 512 p .: ill.

4. Dubrovsky V.Zh., Chaikin B.I. Economics and enterprise (firm) management: Textbook. Yekaterinburg: Ural Publishing House. State Eq. University, 1998 .-- 443 p.

Business partnerships commercial organizations are recognized 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 produced and acquired by a business partnership or company in the course of its activities, belongs to it on the basis of the right of ownership.

Types of business partnerships:

1. full partnerships;
2. limited partnership (limited partnership).

Full partnership- a partnership, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear the risk of losses on its obligations with all property belonging to them.
Full partnerships arise on the basis of an agreement between several participants (general partners), which can only be individual and collective entrepreneurs.
In the event of losses, the participants in a full partnership may lose not only their contributions, but also other monetary savings (real estate, vehicles, etc.)
The only constituent document of the partnership is memorandum of association.

It must be signed by general partners and include the following information:

1) the name of the partnership (the company name must contain the words "General partnership" or "Limited partnership" ("limited partnership"), as well as the names (titles) of all general partners or one or more with the words "and company." the name is included the name of the depositor, he becomes a full partner);

2) the location of the partnership;

3) the procedure for managing the activities of the partnership;

4) the size and composition of the contributed capital, in a limited partnership - the total amount of contributions made by the contributing participants;

5) the size and procedure for changing the shares of each of the general partners;

6) the size, composition and procedure for making contributions by general partners and contributing participants and responsibility for compliance with this procedure.

One of the basic concepts that characterize a general partnership is pooled capital. It is formed as a result of the founders of the partnership making their contributions, and its value in the initial period of activity determines the financial capabilities of the organization. The ratio of the participants' contributions determines the distribution of the partnership's profits and losses, as well as the rights of the participants to receive part of the property or its value upon retirement from the partnership. A contribution to the joint stock capital of a partnership can be money, securities, other things or property rights that have a monetary value. The assessment is carried out by agreement of the founders (participants). By the time of the state registration of the partnership, the participant is obliged to make at least half of his contribution to the pooled capital, the rest - within the terms established by the memorandum of association.

Obligations of the participants in the partnership:

1) general partners are liable for the obligations of the partnership with all their personal property;

2) a general partner cannot act in a similar capacity in more than one partnership;

3) each full partner has the right to act on behalf of the partnership, unless otherwise provided in the memorandum of association;

4) a general partner is not entitled to conclude, on his own behalf, in his own interests, transactions similar to those that constitute the subject of the partnership's activities, without the consent of the rest of the general partners.

Limited partnership (limited partnership)- a partnership in which, along with the general partners (who are responsible for their property), there are one or more contributing participants (limited partners) who do not take part in the partnership's entrepreneurial activities and bear the risk of losses within the limits of their contributions. If two or more participants take part in a limited partnership with full responsibility, they are jointly and severally liable for the company's debts.

The basic principles of formation and functioning here are the same as for a full partnership: this applies both to the contributed capital and to the position of general partners. The management procedure is also completely similar to that adopted in a full partnership, with the exception that the limited partners do not have the right to interfere in any way in the actions of the general partners in the management and conduct of the partnership, although they can, by proxy, act on its behalf.

The only one limited liability- to contribute to the joint capital. This provides him with the right to receive a part of the profit corresponding to his share in the contributed capital, as well as to familiarize himself with the annual reports and balance sheets.

Investors of a limited partnership have the right to:

1) act on behalf of the limited partnership only if there is an order and in accordance with it;
2) in case of liquidation of the company, demand the return of the participants earlier with full responsibility;
3) require the presentation of annual reports and balances, as well as ensuring the possibility of checking the correctness of their maintenance.

A limited partnership is retained if at least one general partner and one contributor remain in it.
In the event of liquidation of a limited partnership, including in the event of bankruptcy, investors have a preferential right over general partners to receive contributions from the property of the partnership remaining after the claims of its creditors have been satisfied.
The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the joint capital of the partnership, unless a different procedure is provided for by the memorandum of association.