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The capital of a full partnership is called authorized capital. What is a general partnership? Management bodies of a general partnership

Article 69

1. A partnership is recognized as a full one, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are liable for its obligations with their property.

2. A person may be a participant in only one full partnership.

3. The trade name of a general partnership must contain either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and company" and the words "general partnership".

Article 70

1. A general partnership is created and operates on the basis of a founding agreement. The memorandum of association is signed by all its members.

2. The memorandum of association of a general partnership must contain information about the business name and location of the partnership, conditions on the amount and composition of its share capital; on the amount and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.

Article 71. Management in a full partnership

1. Management of the activities of a general partnership is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants.

2. Each participant in a full partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

3. Each participant in the partnership, regardless of whether he is authorized to conduct business of the partnership, has the right to receive all information about the activities of the partnership and get acquainted with all documentation on the conduct of business. The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void.

Article 72

1. Each participant in a full partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all of its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

In case of joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

If the management of the affairs of the partnership is entrusted by its participants to one or some of them, the remaining participants in order to make transactions on behalf of the partnership must have a power of attorney from the participant (participants) entrusted with the conduct of the affairs of the partnership.

In relations with third parties, the partnership is not entitled to refer to the provisions of the memorandum of association that limit the powers of the participants in the partnership, unless the partnership proves that the third party knew or should have known at the time of the transaction that the participant in the partnership did not have the right to act on behalf of the partnership .

2. The powers to conduct business of the partnership granted to one or more participants may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by the authorized person (persons) of his duties or his revealed inability to prudent business conduct. Based on a judgment in memorandum of association associations make the necessary changes.

Article 73. Obligations of a participant in a full partnership

1. A participant in a full partnership is obliged to participate in its activities in accordance with the terms of the founding agreement.

2. A participant in a general partnership is obliged to make at least half of his contribution to the joint capital of the partnership before it. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the founding agreement.

3. A participant in a general partnership is not entitled, without the consent of the other participants, to make transactions in his own name in his own interests or in the interests of third parties that are similar to those that constitute the subject matter of the partnership.

If this rule is violated, the partnership has the right, at its choice, to demand from such a participant compensation for the losses caused to the partnership or the transfer to the partnership of all the benefits acquired from such transactions.

Article 74. Distribution of profits and losses of a general partnership

1. Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

2. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.

Article 75. Responsibility of participants in a full partnership for its obligations

1. Participants in a full partnership shall jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

2. A participant in a general partnership who is not its founder shall be liable on an equal footing with other participants for obligations that arose prior to his entry into the partnership.

A participant who has left the partnership shall be liable for the obligations of the partnership that arose prior to the moment of his withdrawal, along with the remaining participants, within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

3. The agreement of the participants of the partnership on the limitation or elimination of liability provided for in this article is void.

Article 76

1. In cases of withdrawal or death of any of the participants in a full partnership, recognition of one of them as missing, incapacitated, or with limited capacity, or insolvent (bankrupt), opening in respect of one of the participants in reorganization procedures by a court decision, liquidation of a participant in the partnership of a legal entity or the creditor of one of the participants foreclosure on a part of the property corresponding to his share in the share capital, the partnership may continue its activities if this is provided for by the founding agreement of the partnership or by agreement of the remaining participants.

2. Participants in a full partnership have the right to demand in judicial order exclusion of any of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular as a result of a gross violation by this participant of his duties or his inability to reasonably conduct business.

Article 77. Withdrawal of a participant from a full partnership

1. A participant in a full partnership has the right to withdraw from it by declaring his refusal to participate in the partnership.

Refusal to participate in a general partnership established without specifying a term must be declared by the participant at least six months before the actual withdrawal from the partnership. Early refusal to participate in a general partnership established on certain period allowed only for a good reason.

2. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void.

Article 78. Consequences of withdrawal of a participant from a full partnership

1. A participant who has withdrawn from a general partnership shall be paid the value of a part of the partnership's property corresponding to the share of this participant in the share capital, unless otherwise provided by the founding agreement. By agreement of the departing participant with the remaining participants, the payment of the value of the property may be replaced by the issuance of property in kind.

The part of the property of the partnership due to the departing participant or its value is determined according to the balance sheet, compiled, with the exception of the case provided for in Article 80 of this Code, at the time of its withdrawal.

2. In the event of the death of a participant in a full partnership, his heir may enter into a full partnership only with the consent of the other participants.

A legal entity that is the legal successor of a reorganized legal entity that participated in a general partnership is entitled to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.

Settlements with the heir (legal successor) who has not joined the partnership are made in accordance with paragraph 1 of this article. The heir (successor) of a participant in a general partnership shall be liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, you would be responsible former member, within the limits of the property of the retired participant of the partnership that has passed to him.

3. If one of the participants left the partnership, the shares of the remaining participants in the joint capital of the partnership increase accordingly, unless otherwise provided by the founding agreement or other agreement of the participants.

Article 79

A participant in a general partnership has the right, with the consent of the other participants, to transfer his share in the share capital or part of it to another participant in the partnership or to a third party.

When transferring a share (part of a share) to another person, the rights belonging to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) has been transferred shall be liable for the obligations of the partnership in the manner established by paragraph one of paragraph 2 of Article 75 of this Code.

The transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership and entails the consequences provided for by paragraph 2 of Article 75 of this Code.

Article 80

Foreclosure on a participant's share in the share capital of a general partnership for the participant's own debts is allowed only if there is a shortage of his other property to cover debts. The creditors of such a participant shall have the right to demand from the general partnership the apportionment of a part of the property of the partnership corresponding to the share of the debtor in the share capital, in order to levy execution on this property. The part of the property of the partnership subject to separation or its value is determined according to the balance sheet drawn up at the time the creditors submit the demand for separation.

Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership and entails the consequences provided for in paragraph two of clause 2 of Article 75 of this Code.

⚡ Partnership ⚡ (partnership) in business is an association of 2 or more persons who have the right to engage in entrepreneurial activities.

It is based primarily on trust. Members of a partnership can be legal entities, and individual entrepreneurs(individuals).

Signs indicating the presence of an association of persons are:

common interest of participants
common affairs of the participants
the presence of property, to one degree or another, isolated from other property of the participants;
joint liability of the participants for the obligations of the association
the presence of special governing bodies of the association

Partnership partners are directly involved in the activities of their association and bear joint and several and unlimited property liability for its obligations.

There are 3 main types of partnerships:

simple
complete
limited

simple partnership executed as a joint venture agreement.

Number of participants simple partnership is not limited. In it, unlike other types of partnership, there are no general governing bodies, each of the participants can act on the market only on their own behalf, without informing their business partners.

All participants in a simple partnership bear unlimited liability, while primary responsibility always borne by the participant who makes the deal. In turn, he has the right, based on the terms of the contract, to make claims against other participants in the partnership in order to receive appropriate compensation.

General partnership is created on the basis of the founding agreement between its participants, which must be formalized legally.

Typically, the memorandum of association includes the following main sections:

type of business and location
duration of the agreement; powers of each participant
the amount of funds invested by each participant in the joint business
description of the income distribution scheme and possible losses
the manner in which each participant will be rewarded or compensated;
a limited amount of funds that can be withdrawn from the capital of the partnership by one of the participants
statement about financial procedures required in partnership
the procedure for accepting new participants and methods for liquidating the partnership
signatures of the participants under the agreement

The property of a full partnership is more and more separated from the property of its participants, who, in common capital may contribute different shares. Transactions on the disposal of the property of the partnership require the consent of all its participants.

Unlike a simple partnership, special management bodies are created in a full partnership, in which only its members participate. A participant in a general partnership who is not its founder is liable on an equal basis with other participants for its obligations. Participants in a full partnership are not entitled to be members of other partnerships. All participants in this organizational and legal type of business bear unlimited and joint and several liability for the obligations of the partnership.

Limited partnership differs from the complete one in that the agreement on its formation includes one or more main participants (general partners), whose liability is not limited, and one or more participants (contributors), whose liability is limited to the amount of invested capital.

Only the main participants on behalf of the partnership carry out entrepreneurial activities and represent it to external partners. Members since limited liability cannot be engaged in any form of managerial activity in a limited partnership, they are not entitled to challenge the actions of general partners in managing and conducting business of the partnership.

The advantage of a limited partnership is that it is a means of raising additional capital. It is attractive to those who want to spend their money in a profitable business, but do not want to participate in the management of this enterprise.

The need for such associations arises more often when it comes to the implementation major project, which is beyond the power of one entrepreneur. Limited partnership in this case acts as a form of concentration of opportunities and capital.

It is also attractive for external business partners and customers, as it is a reliable guarantee that the project will be implemented on time and with high quality.

The advantages of such a form of business organization as a partnership can be called:

significant financial opportunities. Since more than one owner participates in the partnership, this makes it possible to raise significant funds already at the initial stage of the business
additional management options. Partnerships tend to bring together people with abilities and experience in different areas of business, so managerial functions can be easily divided between them. Separation of functions according to the qualifications and experience of each partner helps to create a more efficient enterprise
freedom and speed of action. All major partners of the partnership can always quickly accept any management decisions without control from higher authorities;
personal interest. The partnership makes it possible to maintain the same high degree of interest as in sole proprietorship. Everything that is beneficial for each partner is beneficial for the partnership

The disadvantages of a partnership include:

unlimited liability for obligations. Usually, if the partnership fails, each of its main members is liable in proportion to their share in the total investment. If one of them does not have enough personal funds to cover its entire share of the losses, then the other main partners must do this at their own expense.
the likelihood of mutual distrust between partners. After all, a partnership is a form of business based primarily on trust. Each of its participants operates on the market at their own peril and risk. A major miscalculation by one of them can ruin the others. Therefore, if there is no complete trust in the relationship between the participants of the partnership, this can lead to tension and a constant feeling of discomfort.

the right to get acquainted with all documentation for the conduct of business, regardless of whether he is authorized to conduct business of the association. The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void;
the right to act on behalf of the partnership, except in cases where the founding agreement provides otherwise;
the right to withdraw from the partnership, declaring a refusal to participate in it. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void;
the right to receive the value of the part of the property of the partnership corresponding to the share of the participant in the event of his withdrawal from the partnership.

A participant in a general partnership is obliged:

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

Composition of participants in a general partnership in principle should remain unchanged throughout its existence. In the event of the withdrawal of any of the partners, the partnership may continue its activities, if this is provided for by the founding agreement of the partnership or by agreement of the remaining participants. A special case in which the obligatory presence of an agreement of the remaining participants is provided is the exclusion of one of the participants from a general partnership. Participants in a full partnership have the right to demand in court the exclusion of one of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular as a result of a gross violation by this participant of his duties or his inability to reasonably conduct business. Provided, however, that at least two members remain in the partnership.

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

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

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

There are no executive bodies in a general partnership. Each participant in a full partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

In case of joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

The peculiarity of the conduct of affairs of a particular partnership is determined by its memorandum of association, familiarity with the provisions of which, according to general rule, is not an obligation of other participants in civil circulation. They have the right to rely on the ordinary way of doing business in a partnership established by the Civil Code. Hence, in relations with third parties, the partnership is not entitled to refer to the provisions of the memorandum of association that limit the powers of the participants in the partnership, except in cases where the partnership proves that the third party at the time of the transaction knew or obviously should have known that the participant in the partnership did not have the right to act on behalf of partnerships (paragraph 4, clause 1, article 72 of the Civil Code).

Property isolation of a full partnership is relative. On the one hand, it is expressed in the presence of his own property. The memorandum of association, along with general information for this document (clause 2, article 52 of the Civil Code), must contain conditions on the size and composition of the partnership's share capital; on the amount and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions. The partnership is obliged to record its property on an independent balance sheet and have at least one bank account for conducting monetary transactions.

On the other hand, the profits and losses of a general partnership do not become the property of the partnership (respectively, they are attributed to its property), but are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

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

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

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

On the contrary, the partnership is not liable for the obligations of its member. Therefore, foreclosure on a participant's share in the share capital of a full partnership for the participant's own debts is allowed only if there is a shortage of his other property to cover debts. The creditors of such a participant have the right to demand that the full partnership allocate a part of the partnership's property corresponding to the debtor's share in the share capital, in order to levy execution on this property. Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership, but does not cancel his liability for the obligations of the partnership provided for the withdrawing participant (Article 80 of the Civil Code).

Company name of a general partnership must contain either the names (names) of all its participants and the words “general partnership”, or the name (name) of one or more participants with the addition of the words “and company” and “general partnership”.

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

A general partnership is one of the organizational and legal forms of a legal entity, which differs from others by the combination of personal participation and property of its members for the joint organization of entrepreneurial activities. A general partnership acts in circulation as an independent subject of rights, making transactions with third parties on its own behalf, acquiring property rights in its own name, assuming obligations and acting in court on its own behalf. A general partnership has its own own property other than the property of its members. Wherein characteristic feature full partnership is that it is responsible for its obligations not only with its own property, but also all its members with their property.

A general partnership is a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (clause 1, article 69 of the Civil Code of the Russian Federation).

According to the Civil Code of the Russian Federation, a general partnership is a commercial organization, one of the types of business partnerships.

Note: Business partnerships are recognized as commercial organizations with shared capital divided into shares (contributions) of founders (participants). Property created at the expense of shares (contributions) of founders (participants), as well as produced and acquired by a business partnership in the course of its activities, belongs to it on the basis of ownership (clause 1, article 66 of the Civil Code of the Russian Federation).

Signs of a full partnership

A general partnership has the following characteristics:

is a legal entity and has all the features inherent in it;
is a commercial organization and pursues profit as its main goal (clause 1, article 50 of the Civil Code of the Russian Federation);
is a contractual association (on the basis of a constituent agreement) (clause 1, article 69 of the Civil Code of the Russian Federation);
represents an association of capital (by making contributions to the share capital) (clause 1, article 66 of the Civil Code of the Russian Federation);
created by several persons (at least two);
participants can only be commercial organizations and / or individual entrepreneurs (clause 4 of article 66 of the Civil Code of the Russian Federation);
participants in relation to a full partnership have liability rights (paragraph 2, clause 2, article 48 of the Civil Code of the Russian Federation);
authorized capital the partnership is divided into shares (contributions) of participants (clause 1, article 66 of the Civil Code of the Russian Federation);
participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership (clause 1, article 75 of the Civil Code of the Russian Federation);
management of activities and conduct of affairs of a full partnership is carried out by its participants (clause 1, article 71, clause 1, article 72 of the Civil Code of the Russian Federation).

Legal status of a general partnership

Being a commercial organization, a general partnership pursues profit making as its main goal (clause 1, article 50 of the Civil Code of the Russian Federation).

As a legal entity, a general partnership meets a number of features:

owns separate property;
is liable for its obligations with this property;
may, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court (clause 1, article 48 of the Civil Code of the Russian Federation).

A general partnership has general legal capacity - it may have civil rights necessary to carry out any types of activity not prohibited by law, and bear the obligations associated with this activity (clause 1, article 49 of the Civil Code of the Russian Federation).

General partnership rights

A general partnership has the right:

be a founder (participant) of other economic partnerships and companies, except for cases provided for by laws (clause 5, article 66 of the Civil Code of the Russian Federation);
own separate property (clause 1, article 48 of the Civil Code of the Russian Federation);
open bank accounts in accordance with the established procedure Russian Federation and beyond;
have stamps and letterheads with their own company name, their own emblem, as well as duly registered trademark and other means of individualization;
create branches and representative offices (Article 55 of the Civil Code of the Russian Federation);
may have other rights and carry out activities not prohibited by law.

Obligations of a general partnership

A general partnership is obliged:

have an independent balance or estimate (paragraph 2, clause 1, article 48 of the Civil Code of the Russian Federation);
have a company name (clause 4, article 54 of the Civil Code of the Russian Federation);
keep accounting records and statistical reporting in the manner prescribed by the legislation of the Russian Federation.

A general partnership may have other obligations provided for by law.

Liability of a general partnership and its participants. Liability of a general partnership

A general partnership is liable for its obligations with all its property (clause 1, article 56 of the Civil Code of the Russian Federation).

Responsibility of participants in a general partnership for its obligations

Participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership (clause 1, article 75 of the Civil Code of the Russian Federation).

According to the established Art. 399 of the Civil Code, this means that the participants in a full partnership are liable in addition to the liability of the full partnership, which is the main debtor, and the presentation of creditor claims against them is possible if the claim against the main debtor was not satisfied due to lack of funds.

For the obligations of a general partnership, the responsibility is primarily the property of the partnership itself, the liability of participants with their personal property is additional, subsidiary, therefore, the recovery of property belonging to individual participants can be levied by the creditors of the partnership only if at least one of the following conditions is present: the actual insolvency of the partnership, recognition of the partnership as insolvent in court, liquidation of the affairs of the partnership. Direct levy of execution against individual participants, without recourse to the partnership, is unacceptable. It also follows from this that the recognition of a full partnership as an insolvent debtor does not entail the mandatory recognition of all partners as insolvent debtors.

The internal distribution of responsibility between the members of the partnership is determined by agreement of the parties. If the founding agreement of a general partnership does not provide for an internal distribution of liability for the obligations of the partnership, then it should be distributed in proportion to the share of participation of each of them in the losses of the partnership. Therefore, a partner who has paid in full the claims made against him for the obligations of the partnership has the right to claim back (recourse) to the rest of the partners the amount paid by him, minus the share of responsibility falling on him, i.e. the liability of the participants within the partnership is of a shared nature.

A participant in a general partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership (clause 2, article 75 of the Civil Code of the Russian Federation).

A participant who retired (including expelled) from the partnership is liable for the obligations of the partnership that arose before the moment of his retirement, along with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he retired from the partnership ( paragraph 2, clause 2, article 75 of the Civil Code of the Russian Federation).

The agreement of the participants of the partnership on the limitation or elimination of the said liability is void (Clause 3, Article 75 of the Civil Code of the Russian Federation).

Company name of a general partnership

A general partnership must have a company name (clause 4, article 54 of the Civil Code of the Russian Federation).

The use of a company name in relations between a partnership and third parties clearly indicates that a particular transaction was made on behalf of the partnership, and not on behalf of an individual participant who participated in the transaction.

The company name of a general partnership must contain:

or the names (names) of all its participants and the words "full partnership";
or the name (name) of one or more participants with the addition of the words "and the company" and the words "general partnership" (clause 3 of article 69 of the Civil Code of the Russian Federation).

If a participant whose surname is included in the company name withdraws from the general partnership, the partnership is obliged to exclude his surname, i.e. change the brand name.

The name of a full partnership is indicated in its constituent agreement (clause 3, article 54 of the Civil Code of the Russian Federation).

The procedure for using the corporate name of the Civil Code is not defined, however, since, according to Art. 138 of the Civil Code, a registered company name is an object of intellectual property protection, all the rules that govern the procedure for using the results of intellectual activity are applicable to it: the exclusive right to a company name arises from the moment of its registration, and from the same moment the right to protect the illegal use of a company name arises. names of the general partnership by other persons.

Constituent documents of a general partnership

Internal relations between the participants of a general partnership are regulated on a contractual basis.

The founding document of a general partnership is the memorandum of association.

The memorandum of association is concluded and signed by all participants in the general partnership (clause 1, article 70, clause 1, article 52 of the Civil Code of the Russian Federation).

A general partnership is recognized as an independent subject of law only from the moment of registration of the contract in the manner prescribed by law. This is fully consistent with Art. 51 of the Civil Code, according to which the legal capacity of a legal entity arises from the moment of registration of its charter or contract. The registration of a general partnership cannot be refused for reasons of expediency or on the grounds that an insignificant amount of share capital is indicated in the general partnership agreement, since no restrictions on the purposes of creating or the maximum minimum of this capital are established by law.

Requirements for the content of the memorandum of association (clause 2, article 52 and clause 2, article 70 of the Civil Code of the Russian Federation)

The memorandum of association of a general partnership shall specify:

Name;
location;
the obligation to create a legal entity;
the procedure for joint activities for its creation;
conditions for the transfer by the founders of their property to the partnership and participation in its activities;
conditions and procedure for the distribution of profits and losses among the participants;
the procedure for managing the activities of the partnership;
the procedure for the withdrawal of founders (participants) from its composition;
conditions on the amount and composition of the share capital of the partnership;
conditions on the size and procedure for changing the shares of each of the participants in the share capital;
conditions on the amount, composition, terms and procedure for making contributions by them;
conditions on the responsibility of participants for violation of obligations to make deposits (clause 2 of article 52 of the Civil Code of the Russian Federation) (clause 2 of article 70 of the Civil Code).

The founding agreement of a full partnership may provide for the subject and specific goals of the partnership's activities (clause 2, article 52 of the Civil Code of the Russian Federation).

Amending the memorandum of association

Amendments to the constituent agreement of a general partnership are carried out in the following cases:

by common consent of all participants in a general partnership (clause 1, article 450 of the Civil Code of the Russian Federation);
in the event of a change in the composition of partners (withdrawal, death, recognition as missing, recognition as incapable or partially capable, recognition as insolvent (bankrupt), opening reorganization procedures by court decision, liquidation, foreclosure by a creditor on part of the property, exclusion, change in the status of one of the partners) if the founding agreement itself or the agreement of the participants provides for the possibility of the partnership continuing its activities (Article 76 of the Civil Code of the Russian Federation);
at the request of one (several) of the comrades in court (clause 2 of article 450 of the Civil Code of the Russian Federation);
in other cases provided by law.

Amendments to the constituent agreement become effective for third parties from the moment of their state registration, and in cases established by law, from the moment of notification of the body carrying out state registration, about such changes (clause 3, article 52 of the Civil Code of the Russian Federation).

A general partnership and its founders (participants) are not entitled to refer to the lack of registration of such changes in relations with third parties acting subject to these changes (clause 3, article 52 of the Civil Code of the Russian Federation).

Members of a general partnership

Individual entrepreneurs and (or) commercial organizations can be participants in general partnerships (clause 4, article 66 of the Civil Code of the Russian Federation).

Participants in a full partnership have rights of obligation in relation to the partnership itself (paragraph 2, clause 2, article 48 of the Civil Code of the Russian Federation).

The minimum number of participants in a general partnership is at least two.

A person can be a participant in only one full partnership (clause 2, article 69 of the Civil Code of the Russian Federation).

Rights and obligations of participants in a general partnership

Participants of a general partnership have the right to:

participate in the management of the affairs of the partnership;
receive information about the activities of the partnership and get acquainted with its accounting books and other documentation in the prescribed manner; founding documents okay;
each participant in the partnership, regardless of whether he is authorized to conduct the business of the partnership, has the right to get acquainted with all documentation on the conduct of business. The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void;
receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value;
may also have other rights provided for by the Civil Code, the founding documents of the partnership (clause 1 of article 67 of the Civil Code of the Russian Federation) (clause 3 of article 71 of the Civil Code of the Russian Federation).

Members economic partnership or companies have the right to participate in the management of the affairs of a partnership or company, except for the cases provided for by paragraph 2 of Article 84 of the Civil Code of the Russian Federation:

contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf otherwise than by proxy.
they do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.

The participants in a general partnership are obliged to:

make contributions in the manner, amount, methods and within the time limits provided for by the constituent documents;
not to disclose confidential information about the activities of the partnership;
participate in the activities of a general partnership in accordance with the terms of the memorandum of association;
make at least half of his contribution to the share capital of the partnership by the time of its registration. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the founding agreement;
may also bear other obligations stipulated by its constituent documents (clause 2, article 67 of the Civil Code of the Russian Federation) (clause 2, article 73 of the Civil Code of the Russian Federation).

A participant in a general partnership is not entitled, without the consent of the other participants, to make transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that are the subject of the partnership (clause 3, article 73 of the Civil Code of the Russian Federation).

In case of violation of this rule, the partnership has the right, at its choice:

or demand compensation from such participant for losses caused to the partnership;
or require such a participant to transfer to the partnership all the benefits acquired from such transactions (clause 3, article 73 of the Civil Code of the Russian Federation).

According to Civil Code RF, the subject of activity of a general partnership is entrepreneurial activity, which in Art. 2 of the Civil Code is interpreted very broadly and covers all types of activities aimed at making a profit. Moreover, if we are talking about a legal entity - commercial organization, then, according to paragraph 1 of Art. 49 of the Civil Code, it has the right to carry out any activities that are not prohibited by law. The concept of a homogeneous transaction, which would make it possible to distinguish between different kinds entrepreneurial activity, is absent in the Code, which actually means that it is impossible for a commercial organization participating in a general partnership to engage in entrepreneurial activity on its own behalf, and not on behalf of a general partnership. In practice, having entered into a full partnership, a legal entity does not have the right to carry out any activity.

Distribution of profits and losses among the participants of a general partnership

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants (clause 1, article 74 of the Civil Code of the Russian Federation).

The rule contained in this article - the proportional distribution of profits and losses - is dispositive in nature, i.e. applies unless the parties agree otherwise in their agreement.

An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed (clause 1, article 74 of the Civil Code of the Russian Federation). This rule is imperative.

If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the amount of share capital (clause 2, article 74 of the Civil Code of the Russian Federation).

A change in the composition of participants in a full partnership occurs in the following cases:

The partnership may: continue its activities if it is provided for by the founding agreement of the partnership or by agreement of the remaining participants (clause 1, article 76 of the Civil Code of the Russian Federation). Keep in mind that the agreement must be general. The protest of at least one of the participants makes the agreement of the others invalid. However, if the agreement contains a condition providing that the decision to continue the activities of the partnership can be adopted by a majority of votes, then such an agreement will be valid. liquidate.

Exclusion of a participant from a general partnership

Participants of a general partnership have the right to demand in court the exclusion of one of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular: (clause 2, article 76 of the Civil Code of the Russian Federation)

due to a gross violation by this participant of his duties (clause 2, article 76 of the Civil Code of the Russian Federation);
his revealed inability to reasonably conduct business (clause 2, article 76 of the Civil Code of the Russian Federation).

The exclusion of a participant from the partnership is a change in the content of the constituent agreement, therefore the law provides for the consent of all other participants in the partnership to this. The requirement to exclude a participant from the partnership must be filed in court. Moreover, the plaintiffs in this process the rest of the participants act, not the partnership.

Withdrawal of a participant from a general partnership

A participant in a general partnership has the right to withdraw from it by declaring his refusal to participate in the partnership (clause 1, article 77 of the Civil Code of the Russian Federation).

Refusal to participate in a full partnership established without specifying a period must be declared by the participant at least six months before the actual withdrawal from the partnership (paragraph 2, clause 1, article 77 of the Civil Code of the Russian Federation). In the agreement of a general partnership established without specifying a term, the right of its member to refuse to participate without indicating a reason is allowed, i.e. at your own discretion.

Early refusal to participate in a general partnership established for a certain period is allowed only for a good reason (paragraph 2, clause 1, article 77 of the Civil Code of the Russian Federation).

The law does not define what circumstances should be considered serious. Their assessment is made dependent on the specific case and is provided to the court. In particular, a valid reason for early refusal to participate in the partnership should be recognized as a significant violation of obligations by another participant by intent or negligence, dishonest or dishonest conduct of partnership affairs, etc. The reason may also be subjective, such as the participant's illness. Renunciation of participation in the partnership for a good reason can be declared at any time without observing any time limit.

The agreement between the participants of the partnership on the waiver of the right to withdraw from the partnership is void (paragraph 2 of article 77 of the Civil Code of the Russian Federation).

The share capital of a general partnership. Contributions

The share capital of the partnership is made up of the value of the contributions made by the partners and guarantees the interests of the creditors of the partnership.

Since a general partnership is based on the principles of personal participation of its members, a characteristic feature of the share capital is the heterogeneity of contributions. In view of this, it is advisable for the participants in the partnership to determine in the agreement by mutual agreement the types of contributions that each of the participants must provide as their contribution. By mutual agreement of the participants, a contribution to the share capital can also be made as personal property and non-property rights. The terms for making deposits by each participant are determined by the agreement. Determination of contributions to the share capital in kind is impractical. From this point of view, the memorandum of association should provide for mandatory order monetary value of participants' contributions.

A contribution to the property of a general partnership may be:

money, securities;
other things or property rights;
other rights having a monetary value (clause 6, article 66 of the Civil Code of the Russian Federation).

General partnerships are not entitled to issue shares (clause 7, article 66 of the Civil Code of the Russian Federation).

An important question is who retains the ownership of the contributed property. If sums of money or replaceable and consumable items are contributed as contributions, they shall become the property of the association. If, however, the right to use property is made as a contribution, then the right of ownership to them remains with the participant, who bears the risk of accidental destruction of this thing. Accordingly, in the event of an accidental loss of a thing, the other participants in the partnership do not bear property damage. If the contribution is the common property of the comrades, then the amount of losses is determined in proportion to the share of each participant. Most likely, the issue of the disposal of property constituting the share capital should be resolved in the same way: the participants can dispose of things received as a contribution to common property at their own discretion at common ground up to alienation; the things received for use, the participants can dispose of only within the limits established by the institution of use.

Formation of share capital

Participants in a general partnership are required to make at least half of their contribution to the share capital of the partnership by the time of its registration. The remaining part must be paid by the participant within the time limits established by the constituent agreement (clause 2, article 73 of the Civil Code of the Russian Federation).

In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the memorandum of association (clause 2, article 73 of the Civil Code of the Russian Federation).

Consequences of withdrawal of a participant from a general partnership: Settlements with a retired participant in a general partnership.

To a participant withdrawing from a general partnership:

the value of a part of the property of the partnership corresponding to the share of this participant in the share capital is paid, unless otherwise provided by the constituent agreement;
instead of paying the cost of a part of the property, property in kind may be issued (by agreement between the withdrawing participant and the remaining participants) (clause 1, article 78 of the Civil Code of the Russian Federation).

In cases where the occurrence of a certain event (death, refusal, declaring incompetent) does not entail the termination of the partnership, but only results in the departure of one of the participants, the latter or his successor has the right to receive from the common property of the partnership the share due to him , usually in monetary terms.

The withdrawing participant or his legal successor shall have the right to demand the issuance of property in kind only if this is provided for by the agreement between the withdrawing participant and the remaining participants. The property transferred by the participant to the partnership in the form of a contribution for common use must be returned in kind, unless otherwise established by agreement.

The part of the property of the partnership due to the departing participant or its value is determined according to the balance sheet drawn up at the time of its withdrawal (except in cases of foreclosure on the share of the participant) (paragraph 2, clause 1, article 78 of the Civil Code of the Russian Federation).

In the event of the death of a participant in a general partnership, his heir may enter into a general partnership only with the consent of the other participants (clause 2, article 78 of the Civil Code of the Russian Federation).

Such an opportunity may be provided for by the Memorandum of Association. The law does not provide for a mandatory unanimous decision of the remaining participants on this issue, which implies the possibility of accepting the heir to the partnership by decision of the majority of the remaining participants. The rights of the deceased participant pass to his heirs by law or by will; if there are no heirs or they did not appear within the six-month period established by law, or if the heirs refuse to inherit, all the rights of the deceased must pass to the appropriate state authorities.

Since legal entities can also participate in a general partnership, the law also provides for the consequences of the termination of the existence of a legal entity. In this case, we can talk about both the allocation of a share of a legal entity that has ceased to exist to its successor or the relevant body, and the acceptance of the successor legal entity into a general partnership with the consent of the other participants in the partnership, if such a decision is provided for by the memorandum of association.

A legal entity that is the legal successor of a reorganized legal entity that participated in a general partnership has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership (paragraph 2, clause 2, article 78 of the Civil Code of the Russian Federation).

When allocating the share of the retired participant, the entire property mass of the partnership, as well as its debts to third parties, debts of third parties to the partnership and mutual settlements between participants in the partnership, must be taken into account. The heir (successor) of a participant in a general partnership shall transfer all the obligations of the retired participant. This means that he is liable for the obligations of the partnership to third parties, and third parties have the right to demand satisfaction for common debts from new participants in the partnership. This right of third parties cannot be canceled or limited by the agreement of the participants due to the imperative nature of the law.

If one of the participants left the partnership, the shares of the remaining participants in the joint capital of the partnership increase accordingly, unless otherwise provided by the constituent agreement or other agreement of the participants (clause 3, article 78 of the Civil Code of the Russian Federation).

The founding agreement of a partnership may provide for the procedure for increasing the share capital of the partnership to its previous size in the event of the withdrawal of one of the participants. In this case, the participants must make additional contributions to the share capital, in accordance with the procedure established by the memorandum of association or special agreement.

Settlements with an heir (successor) who has not joined the partnership

To the heir (successor) of a participant in a general partnership who has not joined the partnership:

the value of a part of the property of the partnership corresponding to the share of this participant in the share capital is paid, unless otherwise provided by the constituent agreement (clause 1, article 78 of the Civil Code of the Russian Federation);
instead of paying the cost of a part of the property, property in kind can be issued (by agreement with the heir (successor) of the participant with the remaining participants) (clause 1 of article 78 of the Civil Code of the Russian Federation).

The part of the property of the partnership due to the heir (legal successor) of the participant or its value is determined according to the balance drawn up at the time of the participant's retirement (death, liquidation) (paragraph 2, clause 1, article 78 of the Civil Code of the Russian Federation).

The heir (successor) of a participant in a general partnership is liable for the obligations of the partnership to third parties on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which the participant left the partnership, within the limits of the property transferred to the heir (successor) of the participant retired member of the partnership (paragraph 2, clause 2, article 75 of the Civil Code of the Russian Federation) (paragraph 3, clause 2, article 78 of the Civil Code of the Russian Federation).

Transfer of a share of a participant in the share capital of a general partnership

A participant in a general partnership has the right, with the consent of the rest of its participants, to transfer his share in the share capital or part of it to another participant in the partnership or to a third party (paragraph 1 of article 79 of the Civil Code of the Russian Federation).

When transferring a share (part of a share) to another person, the rights belonging to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) was transferred is liable on an equal basis with other participants for obligations that arose before he joined the partnership (clause 2 of article 75 of the Civil Code of the Russian Federation) (paragraph 2 of article 79 of the Civil Code of the Russian Federation).

It is not allowed without the consent of all members and the transfer of the right to participate in the partnership from one participant to another, since such a transfer involves a significant change in the internal contractual relations of the participants. Accordingly, the transfer of the right to participate, made without the consent of the other participants, is recognized as invalid.

The transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership (paragraph 3 of article 79 of the Civil Code).

A participant who transferred the entire share belonging to him to another person is liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership (paragraph 2 of paragraph .2 article 75 of the Civil Code).

Foreclosure on the share of a participant in the share capital of a general partnership

The creditors of such a participant have the right to demand from the full partnership the allocation of a part of the property of the partnership, corresponding to the share of the debtor in the share capital, in order to levy execution on this property (paragraph 1 of article 80 of the Civil Code of the Russian Federation).

The part of the property of the partnership subject to separation or its value is determined according to the balance sheet drawn up at the time the creditors presented the requirement for separation (paragraph 1 of article 80 of the Civil Code of the Russian Federation).

Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership (paragraph 2 of article 80 of the Civil Code of the Russian Federation).

A participant whose property, corresponding to the share of this participant in the share capital of a general partnership, is foreclosed, is liable for the obligations of the partnership that arose before the moment of departure of this participant, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year, in in which he dropped out of the partnership (paragraph 2, clause 2, article 75 of the Civil Code).

Management in a general partnership

A general partnership acquires civil rights and assumes civic obligations through its participants (clause 2, article 53 of the Civil Code of the Russian Federation).

The management of the activities of a general partnership is carried out by common agreement of all participants (clause 1, article 71 of the Civil Code of the Russian Federation).

The founding agreement of a partnership may provide for cases where a decision is made by a majority vote of the participants (clause 1, article 71 of the Civil Code of the Russian Federation).

This majority is determined by the number of comrades, regardless of the type and size of their contributions.

Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants (clause 2, article 71 of the Civil Code of the Russian Federation).

However, the constituent agreement may provide that the number of votes is determined depending on the quantitative and qualitative composition of the contribution of the participant or the type of his activity. In this case, the counting of votes in resolving disagreements will be of a different nature. In addition, on the basis of the memorandum of association, the management of the affairs of the partnership may be entrusted to one or more partners. The limits of the powers conferred on these members must be precisely and specifically stated in the memorandum of association.

Each participant in the partnership, regardless of whether he is authorized to conduct the business of the partnership, has the right to get acquainted with all the documentation on the conduct of business. The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void (clause 3, article 71 of the Civil Code of the Russian Federation).

The appointment of participants authorized to conduct business of the partnership does not change the very essence of the partnership as common organization all participants. Therefore, there can be no trade secrets for any of the members of the partnership.

Managing the affairs of a general partnership

Each participant in a general partnership has the right to act on behalf of the partnership, unless the memorandum of association establishes that all its participants conduct business jointly, or individual participants are entrusted with the conduct of business (clause 1, article 72 of the Civil Code of the Russian Federation).

This provision may be enshrined in the memorandum of association or in a subsequent agreement of the participants, while it is necessary to accurately and definitely indicate the limits of the powers granted to the participants.

In the joint conduct of partnership affairs by its participants, each transaction requires the consent of all participants in the partnership (clause 1, article 72 of the Civil Code of the Russian Federation).

If the conduct of the affairs of the partnership is entrusted by its participants to one or some of them, the remaining participants, in order to make transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the conduct of the affairs of the partnership (clause 1, article 72 of the Civil Code of the Russian Federation). The right of the trustee to cancel the order given by him and the right of the attorney to refuse to execute it can be exercised at any time at the will of one of the contracting parties unilaterally. The special nature of the relationship that exists between the participants in a general partnership, where each is granted the right to act alone on behalf of the partnership, suggests that at the same time each participant has the right to cancel the power of attorney issued on behalf of the partnership at any time, since each participant personifies the principal.

Note: A power of attorney is a written authorization issued by one person to another person for representation before third parties. A written authorization to conclude a transaction by a representative may be presented directly to the relevant third party (Clause 1, Article 185 of the Civil Code of the Russian Federation).) The term of the power of attorney cannot exceed three years. If the term is not specified in the power of attorney, it shall remain in force for one year from the date of its execution. A power of attorney certified by a notary intended for performing actions abroad and not containing an indication of its validity period remains valid until it is canceled by the person who issued the power of attorney.

The powers to conduct business of the partnership granted to one or more participants may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, including:

gross violation by the authorized person (persons) of their duties;
his revealed inability to reasonably conduct business (clause 2, article 72 of the Civil Code of the Russian Federation).

A participant who, by virtue of law or the constituent agreement of a general partnership, acts on its behalf, must act in the interests of the partnership he represents in good faith and reasonably (clause 3, article 53 of the Civil Code of the Russian Federation).

He is obliged, at the request of other participants in the full partnership, unless otherwise provided by law or the contract, to compensate for the losses caused by him to the full partnership (clause 3, article 53 of the Civil Code of the Russian Federation).

Establishment of a general partnership. The procedure for creating a general partnership. Establishment of a general partnership

The founders of a general partnership hold a meeting at which they decide on the establishment of a general partnership, and also conclude a memorandum of association among themselves (paragraph 2, clause 1, article 52 of the Civil Code of the Russian Federation).

Documents required for the establishment of a general partnership

When establishing a general partnership, the following documents are required:

the decision of the founders on the establishment of a general partnership, which is drawn up in the form of a protocol of the meeting of founders (constituent meeting).
memorandum of association of a general partnership.

Reorganization of a general partnership

The reorganization of a legal entity is carried out in the following forms:

merger;
accession;
separation;
selection;
transformation (Article 57 of the Civil Code of the Russian Federation).

A general partnership may be transformed into the following legal entities:

fellowship of faith;
limited liability company;
additional liability company;
joint-stock company;
production cooperative(Clause 1, Article 68 of the Civil Code of the Russian Federation).

When a partnership is transformed into a company (production cooperative), each general partner who has become a participant (shareholder) of the company shall bear subsidiary liability with all his property for the obligations transferred to the company from the partnership (clause 2, article 68 of the Civil Code of the Russian Federation) for two years.

The alienation by a former comrade of his shares (shares) does not relieve him of such responsibility (clause 2, article 68 of the Civil Code of the Russian Federation).

The decision to reorganize is made general meeting participants in a full partnership (clause 1, article 68 of the Civil Code of the Russian Federation).

Liquidation of a general partnership

The liquidation of a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons (clause 1, article 61 of the Civil Code of the Russian Federation).

Liquidation of a legal entity can be:

voluntary;
forced.

Additional grounds for the liquidation of a general partnership:

if the only participant remains in the full partnership, and he has not made a decision to transform the partnership into a business entity (Article 81 of the Civil Code of the Russian Federation);
in cases (unless the founding agreement of the partnership or the agreement of the remaining participants does not provide that the partnership will continue its activities) (clause 1, article 76 of the Civil Code of the Russian Federation):
withdrawal of any of the participants in the general partnership;
death of any of the participants in a general partnership;
recognition of one of the participants in a general partnership as missing, incapacitated or partially incapacitated or insolvent (bankrupt);
discovery in relation to one of the participants in the reorganization procedures by a court decision;
liquidation of a legal entity participating in the partnership;
foreclosure by a creditor of one of the participants on a part of the property corresponding to its share in the share capital.

If a single participant remains in a full partnership, such participant has the right, within six months from the moment when he became sole member partnerships, transform such a partnership into a business company (limited liability company, joint-stock company) (Article 81 of the Civil Code of the Russian Federation).

In Russia, there are various legal types of entrepreneurial and non-profit organizations. A general partnership stands out in a special way - an organizational and legal type of entrepreneurship, which is now used less and less. Distinctive feature lies in the level of responsibility of partners.

General partnership - what is it?

It is customary to separate various legal forms entrepreneurial, and not only, activities. They differ in their specifics, features and level of responsibility. Among the queries “partnership full characteristic” you can find great amount information about various aspects this organizational and legal type. Also close in meaning is a society on faith. They differ only in some obligations and responsibilities of the participants.

Distinctive features of full and business entities on faith are the following:

the sole and main constituent act is the contract;
occupation is the implementation of commercial activities;
participants in a general partnership and a society on faith function on its behalf;
the partnership is formed at the expense of the authorized capital;
responsibility for the work of the company is joint and several, as well as subsidiary, i.e. any of the participants is responsible for capital in proportion to the invested share.

The name of the organization must contain the names or surnames of its members with the addition “general partnership”. Similarly, it can be compiled on the basis of the data of one person, but then it is required to add “and the company”.

The work of general partnerships and societies on faith is regulated by federal and civil legislation, namely Federal Law No. 51 and.

Authorized capital of a general partnership

Like any economic entity engaged in entrepreneurship and commerce, a complete and limited company must have an initial (authorized capital). It is formed from the contribution of each of the participants and determines their share of the income and losses in the future. The limits of the smallest and largest amount of the authorized capital are not established by law, and therefore are determined by the founders independently.

Number of participants in a general partnership

According to civil law, a general partnership and a limited partnership cannot have only one person in its composition. There must be at least two organizers. However, only legal entities are allowed to become members. Participants can be individual entrepreneurs or individual entrepreneurs.

There are no maximum allowable values for the number of partners. At the same time, the rights, as well as the responsibility of the participants, are disbanded in proportion to their share of the funds that were contributed to the initial capital. The income and expenses are distributed according to the same principle. Each partner is responsible.

It is important that a person who is a member of a society cannot be a member of other similar organizations. And when all members leave, in the case when one participant remains in the partnership, it is possible to reorganize into another business entity within six months.

Management bodies of a general partnership

A distinctive feature of a general partnership and a society on faith is trust management. Decisions are made jointly, by all participants, or by voting. The principle determines the memorandum of association. He can also determine which of the members has what vote weight.

Based on the fact that each of the partners functions on behalf of the partnership on faith and is responsible for its activities, then everyone has the right to conclude transactions. Exceptions are possible if the contract stipulates the maintenance economic activity one or more specific members. In this case, the rest will need a power of attorney to draw up commercial agreements.

Economic full partnership - the essence

The definition, characteristics, and features of faith-based entrepreneurship speak volumes about its essence. It lies in the joint activities of all partners and the same responsibility. The amount of profit received, reimbursable costs, as well as rights and obligations is based on the amount of funds invested in the initial capital of the company full responsibility.

Federal Law on full partnership

The law regulates the activities economic organizations, including such a form of entrepreneurship on full responsibility. In particular, the rules for organizing such communities are described in federal law number 51. He describes the main issues concerning the organization of this form of business on faith:

requirements for the main contract;
the order of organization of society;
the procedure for carrying out activities;
rights and obligations of participants;
the procedure for the liquidation of the partnership, as well as the exit from it.

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