Articles 69-81 of the Civil Code are devoted to legal status general partnerships. A general partnership has both common features legal entity and economic partnership, and by special characteristics. Let's call them distinctive features.

1. The participants of a general partnership are general partners, i.e. individual entrepreneurs and (or) commercial organizations. Any person can be a participant in only one general partnership (Clause 2, Article 69 of the Civil Code). However, this rule does not prohibit a partnership participant from conducting his own business activities, subject to clause 3 of Art. 73 Civil Code. This rule prohibits general partnerships that are entrepreneurs from competing with the activities of the partnership on commodity market, i.e. “to carry out on one’s own behalf in one’s own interests or in the interests of third parties transactions similar to those that form the subject of the partnership’s activities.”

Otherwise, the partnership has the right, at its own choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions (clause 3 of Article 73 of the Civil Code).

2. A participant in a general partnership is obliged to personally participate in its activities in accordance with the terms of the memorandum of association. At the same time, the Civil Code of the Russian Federation (Article 73) does not establish any sanctions for the passive behavior of a partner in partnership affairs. Therefore, we agree with the opinion that systematic non-participation in the affairs of the partnership can be regarded as a gross violation, which is the basis for the exclusion of such a participant from the partnership in accordance with paragraph 2 of Art. 76 Civil Code. On the other hand, a partner may actually be relieved of the obligation to personally participate in the affairs of the partnership.

In this regard, the question arises: is it possible, using the construction of the constituent agreement, to exempt a partner from such participation? In our opinion, no. Rule clause 1 art. 73 of the Civil Code is a mandatory norm, and therefore the constituent agreement by virtue of clause 1 of Art. 422 of the Civil Code must comply with the rules obligatory for the parties, established by law and other legal acts (imperative norms) in force at the time of its conclusion. The provisions of Art. do not “work” here. 1, 421 of the Code on Freedom of Contract, since the freedom of participants in civil transactions (general partners) is limited by the mandatory norm.

3. 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). First of all, we note that the liability of general partners in relation to the liability of the partnership is subsidiary. There is a widespread opinion in the literature that it (liability) arises only if the partnership’s property is insufficient. This opinion seems erroneous.

Indeed, such a condition is not provided for in Art. 75 of the Civil Code and does not follow from the general rule of paragraph 1 of Art. 399 Civil Code. By virtue of paragraph 1 of Art. 399, in order to bring to subsidiary liability, it is sufficient that the main debtor refuses to satisfy the demands of the creditor or that he fails to receive a response to the presented demand within a reasonable time.

The joint and several nature of the liability of general partners means that the creditor of the partnership has the right to make a claim both against all partners jointly and against any of them separately, both in full and in part of the debt (clause 1 of Article 323 of the Civil Code of the Russian Federation).

In order to protect the interests of the creditor, the Civil Code of the Russian Federation (clause 2 of Article 75) contains a rule according to which a participant in a general partnership who is not its founder is liable for the debts of the partnership on an equal basis with other participants for obligations that arose before his entry into the partnership. Moreover, partners who have left the partnership are also liable for the obligations of the partnership that arose before the moment of its withdrawal, on an equal basis with other remaining participants 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. A very strict rule!

And one more aspect of the responsibility of the participants of a general partnership for its obligations. Agreement of general partners on the limitation or exclusion of liability provided for in Art. 75 Civil Code, insignificant. This rule indicates that a mandatory norm of law cannot be changed by private agreement.

4. By general rule management functions in a full partnership are carried out with the consent of all participants (Article 71 of the Civil Code). However, the constituent agreement may provide for cases when the decision is made by a majority vote of the participants. This exception allows the participants of the partnership to reach a specific solution in controversial situations, since on some fundamental issues it is not always possible to reach a unanimous decision of all participants.

Literal interpretation of the rule in paragraph 1 of Art. 71 of the Civil Code allows us to come to the conclusion that these exceptions apply to individual cases. In other words, the general rule on a unanimous decision remains in effect even in cases where the conditions for making a decision by a majority vote are formulated in the constituent agreement.

Since the Civil Code of the Russian Federation provides for the possibility of making a decision by a majority vote, there is no prohibition, in our opinion, from establishing in an agreement a rule that on some issues of managing the activities of a general partnership, relevant decisions are made by a qualified majority of votes of the participants.

When counting the votes of participants in a general partnership, one should be guided by the rule that each general partner has one vote. A different procedure for determining the number of votes of the partnership participants may be provided for in the constituent agreement. 5. The Code (Article 72 of the Civil Code) distinguishes between management in a partnership and the conduct of affairs of a general partnership. Conducting business means representing the interests of the partnership in relations with third parties. The Code offers a choice of three models for conducting the affairs of a general partnership: a) each participant in the partnership has the right to act on behalf of the partnership (general rule); b) all participants of the partnership conduct business jointly; c) the management of affairs is entrusted to individual participants. The last two options for conducting business may be provided for in the memorandum of association.

When conducting the affairs of a general partnership, its participants, representing the interests of the partnership in relations with third parties, act as bodies of a legal entity. And although, in relation to business partnerships, the Civil Code does not call them (general partners) the body of the partnership, nevertheless they perform these functions. By virtue of paragraph 1 of Art. 53 of the Civil Code, a legal entity acquires civil rights and assumes civil responsibilities through its bodies.

We believe that full comrades, taking into account different models conducting the affairs of a general partnership - these are the bodies of the general partnership acting in accordance with the law, other legal acts and the articles of association. There are specific features of their formation, but they are unlikely to affect the functional affiliation of the partnership participants with the bodies of the legal entity. At the same time, we are not inclined to extend the regime of the institution of representation to the bodies of a legal entity in general and to participants in a general partnership in particular. There are no representative relations between a legal entity and its bodies, which are subject to regulation by the norms of Chapter. 10 GK.

Each general partnership business model has its own advantages and disadvantages. Thus, the first model gives the right to each participant in the partnership to act on behalf of the partnership. This can be considered, on the one hand, as a plus, on the other hand, as a minus, since such a democratic way of doing things will lead to anarchy.

On the contrary, the second model is designed to ensure coordination of the actions of all participants in the general partnership. The idea is not bad, but in reality its implementation is fraught with significant difficulties. Even the personal-trust nature of a general partnership is not capable of guaranteeing absolute unity of opinions and votes.

6. List of responsibilities of general partners, provided for in Art. 73 Civil Code is not exhaustive. For example, a general partner is obliged to participate in the distribution of losses (clause 1 of Article 74 of the Civil Code).

In addition, additional obligations of participants in a general partnership may be provided for in the constituent agreement.

Along with the obligation of a partnership participant to participate in the activities of the partnership, Art. 73 of the Civil Code obliges a general partner to make at least half of his contribution to the joint capital of the partnership by the time of its registration. Share capital is a type of property of a partnership formed from the contributions of the founders of the partnership. Therefore, it (capital) represents the total value of all contributions registered (fixed) in the constituent agreement and expressed in rubles, which the founders of the general partnership decided to combine when creating the partnership.

The current legislation does not contain norms on the minimum amount of the share capital of a business partnership. In our opinion, such an absence can hardly be considered a gap. On the contrary, based on nature business partnerships, we consider it inappropriate to legislatively establish the minimum amount of the share capital of a partnership. Specified size must be determined independently by the founders of the business partnership.

The share capital of a business partnership does not perform a guarantee function aimed at ensuring the interests of creditors. In relation to business partnerships, it is important for creditors who the general partnerships are and what their property status is.

By and large, the authorized capital of business companies also does not serve as a guarantee, if only because its size in most cases is not capable of ensuring the interests of creditors.

7. According to the general rule (Article 74 of the Civil Code), the profits and losses of a general partnership are distributed between its participants in proportion to their shares in the share capital. However, a different rule may be formulated in the memorandum of association or in another agreement of the participants. For example, depending on the personal participation of the partners in the activities of the partnership, the general partners may agree on a different proportion of distribution of profits and losses. At the same time, the Civil Code does not allow an agreement between participants to exclude any of the general partners from participating in profits or losses. Such an agreement is void.

The Code (clause 2 of Article 74) prohibits the distribution of profits among general partners 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. This prohibition is in effect until the value of net assets exceeds the size of the share capital.

At the same time, the legislator pursues the only goal - to exert a stimulating influence on the participants of the general partnership so that they show a minimum of interest in maintaining the solvency of the partnership, at least to the level of its share capital. But it is unlikely that this rule can in any way influence the fate of the partnership, as well as business relations partnerships with creditors. The main guarantee of the interests of creditors is the subsidiary liability of general partners for the obligations of the partnership.

8. Change in the composition of participants in a general partnership(Article 76 of the Civil Code). The Code defines circumstances the presence of which may affect the fate of a business partnership, as well as the consequences of changing the composition of participants in a general partnership. Such circumstances include: the exit or death of any of the participants in the general partnership; recognition of one of the partners as missing, incapacitated or partially capable; declaring a general partner insolvent (bankrupt), opening reorganization procedures against one of the participants by a court decision, liquidation of a legal entity participating in the partnership; application by a creditor of one of the participants to foreclosure on a part of the property corresponding to his share in the joint capital of the partnership. Thus, the Code distinguishes between changes in the personal composition of participants in a general partnership and the property status of a participant.

These circumstances are grounds for the liquidation of a general partnership (Article 81 of the Civil Code). In practical terms, the question of a voluntary or forced method of liquidating a partnership deserves attention. This is what F. M. Polyansky, the author of the commentary on paragraph 2 of Chapter 2, writes. 4 of the Code: “Each of the specified circumstances is the basis for the forced liquidation of the partnership, unless otherwise provided by its constituent agreement or agreement of the remaining participants.” As we see, listed in Art. 76 of the Civil Code, circumstances serve, in the opinion of the named author, as the basis for the forced liquidation of a general partnership.

We do not completely agree with this opinion. Clause 2 of Art. 61 of the Civil Code establishes the grounds for voluntary and forced liquidation of a legal entity. Forced liquidation of a legal entity is carried out by a court decision on the grounds listed in paragraph 2 of Art. 61 Civil Code. An analysis of this norm shows that the specified grounds for liquidation of a legal entity are heterogeneous: one group of grounds is violations by a legal entity of the provisions of the law and other legal acts, the other group is not associated with such violations.

In our opinion, the phrase “in other cases provided for by this Code” means that the Code may provide other grounds for the liquidation of a legal entity; and it is not necessary that they constitute any violations.

In the case under consideration (Article 76 of the Civil Code), when the remaining participants in the general partnership did not make a unanimous decision on the existence of the partnership, there are grounds for liquidation of the partnership. Such liquidation may be voluntary, that is, by decision of the participants of the general partnership. In turn, the court decision to liquidate the general partnership on the grounds specified in paragraph 1 of Art. 76 of the Civil Code, indicates the presence of disagreements between the remaining general partners. Therefore, upon the application of one of them, the court has the right to make a decision on the liquidation of the general partnership. Let's face it: the situation that arises is not simple (for example, nine comrades are in favor of maintaining the partnership, and one is against).

Another situation: the remaining participants in the general partnership have not decided to continue the activities of the partnership, but, on the other hand, do not go to court regarding its liquidation.

With a requirement for the forced liquidation of a general partnership on the grounds specified in paragraph 1 of Art. 76 of the Civil Code of the Russian Federation, the remaining general partners have the right to apply. This statement does not contradict the meaning and content of the rule formulated in paragraph 3 of Art. 61 Civil Code. According to this rule, a demand for forced liquidation of a legal entity can be brought to court government agency or a local government body to which the right to make such a claim is granted by law.

9. Withdrawal of a participant from a general partnership(Article 77 of the Civil Code). Any participant in the partnership has the right to leave it by declaring his refusal to participate in the partnership. In order to protect the interests of the remaining general partners, the Code contains a special rule on the withdrawal of a participant from a general partnership. If a partnership is founded without specifying a period, the refusal to participate in the general partnership must be declared by the participant at least six months before the actual withdrawal from the partnership. When establishing a partnership for a certain period, early withdrawal from participation in a general partnership is allowed only for a valid reason (for example, illness of a partner in the partnership).

The Code recognizes as void an agreement between the participants of a partnership to waive the right to withdraw from the partnership.

The consequences of the withdrawal of a participant from a general partnership are provided for in Art. 78 Civil Code. In particular, paragraph 1 of Art. 78 provides a participant who has retired from a general partnership with the right to receive the value of a part of the partnership’s property corresponding to the share of this participant in the share capital. However, a different principle for determining the amount of such payment may be established by the constituent agreement.

The retiring participant may agree with the remaining general partners to replace the payment of the value of the property with the delivery of the property in kind. This rule is also formulated in Art. 78 Civil Code.

The Civil Code specifically regulates procedural issues related to succession. Thus, in the event of the death of a participant in a general partnership, his heir can enter into a general partnership only with the consent of the other participants. A slightly different rule applies to a reorganized legal entity: its entry into a partnership requires the consent of other general partners, unless otherwise provided by the founding agreement of the partnership.

The Code contains rules on making settlements with an heir (legal successor) who has not entered into a partnership. Such calculations are made in accordance with paragraph 1 of Art. 78 of the Civil Code, i.e., the heir receives the value of part of the partnership’s property, which must correspond to the share of this participant in the joint capital of the partnership. In addition, the heir (legal successor) bears the risk of liability for the obligations of the partnership to third parties for two years from the date of approval of the report on the activities of the partnership (clause 2 of Article 75 of the Civil Code), but within the limits of the property of the retired participant transferred to him.

10. Transfer of a participant’s share in the share capital of a general partnership(Article 79 of the Civil Code). Such transfer is carried out with the consent of the remaining general partners. When a share (part of a share) is transferred 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.

Of course, the person to whom the share (part of the share) is transferred assumes the risk of liability that lies with the retired partner (clause 2 of Article 75 of the Civil Code). In turn, the transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership. At the same time this transfer entails the consequences provided for in paragraph 2 of Art. 75 Civil Code.

11. Liquidation of a general partnership(Article 81 of the Civil Code). The Code distinguishes between general grounds for liquidation of a legal entity (Article 61 of the Civil Code) and special ones. The latter includes, for example, the case when the partnership remains sole participant. By virtue of Art. 81 such participant has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into business society. Otherwise, the general partnership is subject to forced liquidation by a court decision (by the way, there is no violation of the law or other legal acts). A request for forced liquidation of a partnership can be submitted to the court by a single participant. However, the question arises: what if he doesn’t do this?

As noted earlier, a general partnership can be liquidated in the cases specified in paragraph 1 of Art. 76 Civil Code.

General partnership(Article 69 of the Civil Code of the Russian Federation) 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 the property belonging to them.

Business partnerships (both full and limited) are, perhaps, the first historically established organizational form; its features can be found in the activities of medieval merchants, pre-revolutionary merchant and trading houses. Their characteristic feature is that participants are obliged not only to pool their capital, but also (as a rule) to personally participate in the activities of the organization.

The legal status of general partnerships is determined by the Civil Code of the Russian Federation.

Participants in general partnerships can only be commercial organizations or individual entrepreneurs, and, as the name itself suggests, there must be at least two of them. If only one participant remains, the partnership must be liquidated or transformed into a business company (Article 81 of the Civil Code of the Russian Federation).

The constituent document defining the procedure for the activities of a general partnership is only the founding agreement. The list of information that it must contain is specified in Art. 70 Civil Code of the Russian Federation.

Minimum size The share capital is not established by regulation; it is assumed that when creating a partnership, the participants themselves determine its amount. However, paragraph 2 of Art. 73 of the Civil Code of the Russian Federation establishes the obligation of a partner to contribute at least half of his contribution to the share capital by the time of registration. The rest must be paid within the time limits established by the memorandum of association. Based on the fact that the main purpose of the share capital is to guarantee the rights of creditors in the absence of other property in the organization, such a rule is justified, since in a full partnership the guarantee is all the personal property of the participants (they bear joint and several subsidiary liability).

In accordance with Art. 71 of the Civil Code of the Russian Federation, the management of the activities of a general partnership is carried out by the general consent of all participants, unless otherwise provided by the constituent agreement (i.e., all issues are resolved as a general rule by a meeting of participants).

Conduct business on behalf of the partnership, in accordance with Art. 72 of the Civil Code of the Russian Federation, every comrade can (any of them is given the right to act on behalf of the organization without a power of attorney and special powers). This means that in such organizations there is no traditional position of director (general director) - transactions can be carried out by each partner without the consent and notification of the others. In practice, this rule is one of the reasons that general partnerships are usually created by close relatives or acquaintances and are family businesses.

Indeed, as a result, a situation may arise in which one participant will be held liable with his property under an agreement concluded by another partner (and the first may not even know about the conclusion of such a transaction). However, the constituent agreement may establish (clause 1 of Article 72 of the Civil Code of the Russian Federation) that the management of the affairs of the partnership is carried out jointly (in this case, the consent of all participants is required for each transaction) or can be entrusted to only one participant (while the rest can act only by proxy).

A participant who has the right to conduct business on behalf of the partnership does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities (clause 3 of Article 73 of the Civil Code of the Russian Federation). Thanks to this rule, a conflict between the interests of the partnership and the personal interests of its participant is eliminated. Since each of the partners is an independent economic entity in itself, naturally, it would be more profitable for him to enter into an agreement on his own behalf and receive all the profits himself, rather than sharing it with the others.

Another reason for the unpopularity of general partnerships in modern Russian conditions— consolidation of the principle of full responsibility of participants. All partners (Article 75 of the Civil Code of the Russian Federation) jointly and severally bear subsidiary liability with their property for the obligations of the partnership. This norm is imperative and cannot be changed by agreement of the founders. Subsidiarity of liability means that the creditor is obliged to first make a demand for the fulfillment of an obligation to the partnership itself as an independent legal entity, and only in case of non-fulfillment or incomplete fulfillment of the remaining part, the demand can be presented to the participants.

Solidarity means that the entire requirement for execution can be submitted to any of the partners at the choice of the creditor. For example, the amount of debt of the partnership to pay for products amounted to 100 thousand rubles, of which the partnership itself was able to pay only 20 thousand rubles. The creditor can claim the remaining amount (80 thousand) for payment to any of the comrades, who, quite possibly, will have to sell his personal property in order to pay the debt.

A participant in a partnership may withdraw from it by declaring his upcoming withdrawal at least 6 months before the actual withdrawal. If a partnership was established for a certain period, its participant can leave the company only if there is good reasons(Article 77 of the Civil Code of the Russian Federation). Upon exit, he is paid the value of part of the property corresponding to the share of this participant in the share capital.

NPA- Civil Code

Definition- part 1 art. 69. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

Creation of an institution– a general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants

Participants- Only individual entrepreneurs and (or) commercial organizations can be full participants in a limited partnership. The number of participants should not be less than two. Investors can be citizens, legal entities, institutions (unless otherwise provided by law)

Constituent documents- memorandum of association

Name- A general partnership must have a company name; the use of a company name in relations between the 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 participating in the transaction. or the names (titles) of all its participants and the words “full partnership”; or the name (title) of one or more participants with the addition of the words “and company” and the words “full partnership” when concluding a transaction

Control- Management of the activities of a general partnership is carried out by general agreement of all participants. In accordance with the Civil Code of the Russian Federation, they are endowed with equal rights in relation to property and management of the affairs of the general partnership. Each participant has 1 vote.

Capital-minimal and maximum dimensions share capital is not limited.

Termination of activity- termination of activities on the general grounds of liquidation of a legal entity; in the case where the only participant remains in the partnership, he has the right, within 6 months from that moment, to transform such a partnership into a business company. In cases of withdrawal or death of any of the participants in the general partnership, recognition of one of them as missing, incapacitated or partially capable, or insolvent (bankrupt), opening of reorganization procedures against one of the participants by a court decision, liquidation of a legal entity participating in the partnership, or If a creditor of one of the participants forecloses on part of the property corresponding to his share in the share capital, the general partnership is liquidated, unless the founding agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.

Examples- 1) Individual entrepreneurs N.I. Ivanov, V.V. Sokolov and E.P. Myagkova on 01.01.10 established a general partnership “Ivanov and Company, a general partnership” whose purpose is to provide consulting services to students.

2) “Anyukova and Aldonin, full partnership”

3) “Samirov and company, general partnership”

Limited partnership

NPA– Civil Code

Definition-Part 1 of Article 82. A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not participate in the implementation of the partnership entrepreneurial activity.

Creation of an institution - A limited partnership is created and operates on the basis of a memorandum of association. The constituent agreement is signed by all its participants

Participants – More than two. Full participants (i.e. participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property) can only be individual entrepreneurs and (or) commercial organizations. There must also be one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities.

Constituent documents – memorandum of association

Name- The business name of a limited partnership must contain either the names of all general partners and the words “limited partnership” or “limited partnership,” or the name (title) of at least one general partner with the addition of the words “and company” and the words “ limited partnership" or "limited partnership".

If the name of an investor is included in the business name of a limited partnership, such investor becomes a general partner.

Management - The management of the limited partnership is carried out by the general partners. Investors do not have the right to participate in the management and conduct of the affairs of the limited partnership, or to act on its behalf except by proxy. They do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership. The highest governing body is the meeting of general partners. At the meeting, each general partner has one vote, unless otherwise provided by the constituent agreement, and decisions are made unanimously (unless otherwise provided by the constituent agreement). Each general partner has the right to act on behalf of the partnership, unless the constituent agreement stipulates that all general partners conduct business jointly, or the conduct of business is entrusted to individual participants. When the affairs of a partnership are jointly conducted by its general partners, the consent of all participants in the partnership is required for each transaction. If the management of the affairs of a partnership is entrusted by its participants to one or some of them, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the management of the affairs of the partnership .

Capital- The minimum and maximum size of the share capital is not limited.

Termination of activities- “by decision of its founders (participants) or a body of a legal entity authorized by the constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created; by a court decision in the case of admitted when creating it, gross violations of the law, if these violations are irreparable, or carrying out activities without proper permission (license), or prohibited by law, or in violation of the Constitution Russian Federation, or with other repeated or gross violations of the law or other legal acts, or when a non-profit organization, including a public or religious organization (association), a charitable or other foundation, systematically carries out activities that contradict its statutory goals, as well as in other cases, provided for by this Code." Also, a limited partnership can be liquidated in accordance with Article 65 of the Civil Code when a legal entity is declared bankrupt.

Examples – 1) « Ivanov and Company, limited partnership"

2) “Anyukova and Aldonin, a partnership of faith”

3) “Samirov and company, limited partnership”

OOO

1.A) Federal Law of February 8, 1998 N 14-FZ “On Limited Liability Companies” (hereinafter referred to as the Law), adopted on the basis of the direct instructions of paragraph 3 of Art. 87 of the Civil Code of the Russian Federation and entered into force on March 1, 1998.

B) Civil Code Art. 87-94

B) Federal laws of April 29, 2008 N 58-FZ, of December 22, 2008 N 272-FZ, of December 30, 2008 N 312-FZ, of July 19, 2009 N 205-FZ, of 2 August 2009 N 217-FZ.

2. A limited liability company is a company whose authorized capital is divided into shares; Participants in 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 limits of the value of their shares.3. The founders of a limited liability company enter into an agreement among themselves on the establishment of a limited liability company, which determines the procedure for their implementation joint activities on the establishment of the company, the size of the authorized capital of the company, the size of their shares in the authorized capital of the company and other established by law about limited liability companies conditions.

The agreement on the establishment of a limited liability company is concluded in writing.

The founders of a limited liability company are responsible joint liability for obligations associated with its establishment and arising before its state registration.

A limited liability company is liable for the obligations of the company's founders related to its establishment only if the actions of the company's founders are subsequently approved by the general meeting of the company's participants. The amount of liability of the company for these obligations of the founders of the company may be limited by law

4. The founders (Participants) of a Limited Liability Company can be legal entities and citizens, both Russian Federation and foreign. Foreign persons also include citizens and organizations of CIS countries.

The following cannot act as Founders (Members) of the Company:

members of the Federation Council, deputies of the State Duma;

officials of state authorities and public administration;

civil servants;

military personnel;

state bodies and local government bodies, unless otherwise provided by law.

A company can be founded by one person, who becomes its sole participant. The Company may subsequently become a Single Member Company. A company cannot have another business company (LLC, ALC, JSC) consisting of one person as its sole participant.

The number of Founders (Participants) of a limited liability company should not exceed fifty

5. The constituent document of a limited liability company is its charter.

Charter of a limited liability company along with the information specified in paragraph 2 of article 52 of this Code, must contain information about the size authorized capital company, the composition and competence of its management bodies, the procedure for making decisions (including decisions on issues adopted unanimously or by a qualified majority of votes) and other provisions provided for by law information about limited liability companies.

6. The corporate name of a limited liability company must contain the name of the company and the words “limited liability.”7. Controls and control of limited liability companies

Current legislation provides for the possibility (but not obligatory) of the following structure of LLC bodies:

General meeting of participants (GMS)

The competence of the OSU provided for by law can be expanded to any extent established by the founders/participants in the charter of the LLC.

At the same time, a unique feature of the LLC is the ability to provide in the Charter that participants, when voting at the General Assembly, will have a number of votes that is disproportionate to the size of their shares in the authorized capital of the LLC, that is, regardless of the size of their shares in the authorized capital of the LLC (paragraph 5, clause 1, art. 32 of the Law “On Limited Liability Companies”). In other cases, the number of votes of participants is proportional to the size of their shares in the authorized capital.

Board of Directors (Supervisory Board)

The competence of the Board of Directors, provided for by law, is recommended for this management body and can also be expanded to any extent established by the founders/participants in the charter of the LLC.

Due to the almost complete absence of any restrictions in the law regarding the Board of Directors, the procedure for creating and carrying out the activities of this management body completely depends on the content of the charter of each LLC, as well as internal documents approved by the GSM.

Executive bodies OOO:

- Collegial executive body(Board, Directorate, etc.)

In an LLC, this management body is under no circumstances mandatory.

Manages the current activities of the LLC together with the sole executive body.

Due to the almost complete absence of any restrictions in the law regarding the Collegiate Executive Body, the procedure for creating and carrying out the activities of this management body completely depends on the content of the charter of each LLC, as well as internal documents approved by the GSM.

- Sole executive body (General Director, President, etc.)

This management body is mandatory in an LLC.

Manages the current activities of the LLC.

In relation to the sole executive body, the principle of residual competence is used, which implies the presence of the broadest scope of powers, only limited by the competence provided for other management bodies of the LLC (that is, it has the right to do everything that is not provided for others).

Audit Commission (Inspector)

This body in an LLC is mandatory only if the LLC has more 15 founders/participants

The functionality of the Audit Commission is expressed by the following rights and responsibilities:

The right to conduct audits of financial and economic activities at any time;

The right to have access to all documentation related to the activity;

Has the right to demand that all members of the management bodies and employees of the LLC give the necessary explanations orally or in writing;

Responsible for auditing the company's annual reports and balance sheets.

The authorized capital of a limited liability company is made up of the value of the shares acquired by its participants.

(as edited by the Federal law dated December 30, 2008 N 312-FZ)

The authorized capital determines the minimum amount of company property that guarantees the interests of its creditors. The size of the authorized capital of the company cannot be less than the amount determined by law about limited liability companies.

2. It is not permitted to release a participant in a limited liability company from the obligation to pay for a share in the authorized capital of the company.

Payment of the authorized capital of a limited liability company when increasing the authorized capital by offsetting claims against the company is permitted in the cases provided for by law about limited liability companies.

(clause 2 as amended by the Federal law dated December 27, 2009 N 352-FZ)

3. The authorized capital of a limited liability company must be paid at least half by its participants at the time of registration of the company. The remaining unpaid portion of the company's authorized capital is subject to payment by its participants during the first year of the company's activity. The consequences of violating this duty are determined by law about limited liability companies.

(as edited by the Federal law dated December 30, 2008 N 312-FZ)

4. If at the end of the second or each subsequent financial year the value of the net assets of a limited liability company is less than the authorized capital, the company is obliged to announce a decrease in its authorized capital and register its decrease in the prescribed manner. If the value of the specified assets of the company becomes less than a certain by law minimum amount of authorized capital, the company is subject to liquidation.

5. Reduction of the authorized capital of a limited liability company is permitted after notification of all its creditors. The latter have the right in this case to demand early termination or fulfillment of the relevant obligations of the company and compensation for losses.

The rights and obligations of creditors of credit institutions created in the form of limited liability companies are also determined laws regulating the activities of credit institutions.

6. An increase in the authorized capital of a company is permitted after full payment of all its shares.

(Clause 6 as amended by the Federal law dated December 30, 2008 N 312-FZ)

8. The activities of the LLC are terminated:

a) by decision of the LLC participants, formalized as a decision of the Administrative Board;

b) by decision of the court in cases provided for

legislation;

c) if the LLC is declared bankrupt;

d) on other grounds provided for in force

legislation. (according to the LLC CHARTER)

Reorganization and liquidation of a limited liability company

1. A limited liability company may be reorganized or liquidated voluntarily by unanimous decision of its participants.

Other grounds for reorganization and liquidation of the company, as well as the procedure for its reorganization and liquidation are determined by this Code and others laws.

2. A limited liability company has the right to transform into a business company of another type, a business partnership or a production cooperative.

(clause 2 as amended by the Federal law dated December 30, 2008 N 312-FZ)

9. LLC "PEK", LLC leader, LLC vector

ODO

1.A) Civil Code ST.95

B) Federal Law "LLC"

2,3.4,5,7,8. The rules of this Agreement apply to a company with additional liability. Code about limited liability company and law on limited liability companies insofar as otherwise not provided for in this article.6. The corporate name of a company with additional liability must contain the name of the company and the words “with additional liability.” 9. ODO “Alliance Furniture”, ODO "Steel World", ODO "Stroygarantiya".

1)Joint stock company. Regulated by the Civil Code of the Russian Federation, Article 96 and the Federal Law of December 26, 1995 “On Joint-Stock Companies” (as amended and additionally entered into force on July 1, 2012)

2)Joint stock company- a company is recognized whose authorized capital is divided into a certain number of shares; Participants 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 limits of the value of the shares they own.

Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint-stock company to the extent of the unpaid portion of the value of the shares they own. (Article 96 of the Civil Code of the Russian Federation)

3) Participants. Individuals and legal entities can act as participants in the combination of capital by creating a joint-stock company (participants of the company).

At the same time, the participants are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. Participants who have not fully paid for the shares bear joint liability for the obligations of the company to the extent of the unpaid portion of the value of the shares they own.

The contribution of a company participant to the combined capital can be cash, as well as any material assets, securities, rights to use natural resources and other property rights, including intellectual property rights.

Institution. The creation of a company by establishment is carried out by decision of the founders (founder). The decision to establish a company is made by the constituent meeting. If a company is founded by one person, the decision on its establishment is made by that person alone. The decision to establish a company must reflect the voting results of the founders and the decisions they made on the issues of establishing the company, approving the company’s charter, and electing the company’s management bodies. The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights with a monetary value contributed by the founder in payment for the shares of the company is adopted by the founders unanimously. The election of the company's management bodies is carried out by the founders with a three-quarters majority of votes, which represent the shares to be placed among the founders of the company. The founders of the company enter into a written agreement between themselves on its creation, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, the categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company.

The agreement on the establishment of a company is not the constituent document of the company.

The creation of a company with the participation of foreign investors is carried out in accordance with the federal laws of the Russian Federation on foreign investments.

Number of founders open society unlimited. The number of founders of a closed company cannot exceed fifty. A company cannot have another business company consisting of one person as its sole founder (shareholder).

4) Constituent documents. Article 11 of the Law on Joint Stock Companies establishes the content of the company's charter. The charter must contain the following information:

Full and abbreviated company names of the company

Location of the company

Type of company (open or closed)

Number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company

Rights of shareholders - owners of shares of each category (type)

Amount of the company's authorized capital

The structure and competence of the company’s management bodies and the procedure for their decision-making

The procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously

Information about branches and representative offices of the company

Information on the use in relation to the company of a special right to participation of the Russian Federation, a constituent entity of the Russian Federation or municipality in the management of the specified company (“golden share”)

other provisions provided for by the Law on Joint Stock Companies and other federal laws.

5) Capital. The contribution of a company participant to the combined capital can be cash, as well as any material assets, securities, rights to use natural resources and other property rights, including intellectual property rights. The value of the property contributed by each founder is determined in monetary form by a joint decision of the company's participants. The combined property, valued in monetary terms, constitutes the authorized capital of the company.

6)Functioning. The functioning of a joint stock company is carried out with mandatory compliance with the conditions of economic activity established by Russian legislation. As a legal entity, the company is the owner of: property transferred to it by the founders; products produced as a result of economic activities; income received and other property acquired by him in the course of his activities. The company has complete economic independence in determining the form of management, making business decisions, sales, setting prices, remuneration and distribution of profits. The life of the company is not limited or is established by its participants.

7) Liquidation. The company may be liquidated voluntarily in the manner established by the Civil Code of the Russian Federation, taking into account the requirements of the Federal Law of December 26, 1995. N208-FZ “On Joint-Stock Companies” and the company’s charter. The Company may be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation. Liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons. In the event of voluntary liquidation of a company, the board of directors (supervisory board) of the liquidated company submits for decision to the general meeting of shareholders the issue of liquidation of the company and the appointment of a liquidation commission. The general meeting of shareholders of a voluntarily liquidated company makes a decision on the liquidation of the company and the appointment of a liquidation commission.

1)Production cooperative. Regulated by the Civil Code of the Russian Federation, art. 107 and the Federal Law of 05/08/1996 “On Production Cooperatives” ed. from 11/30/2011

2) Production cooperative- recognizes a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing 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 association of its members (participants) of property shares. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

3) Participants. The number of members of the cooperative cannot be less than five people. Members (participants) of a cooperative can be citizens of the Russian Federation, foreign citizens, and stateless persons. A legal entity participates in the activities of the cooperative through its representative in accordance with the charter of the cooperative. Citizens of the Russian Federation who have reached the age of sixteen years can be members of the cooperative who have made the share contribution established by the cooperative's charter. The number of cooperative members who have made a share contribution and participate in the activities of the cooperative, but do not take personal labor participation in its activities, cannot exceed twenty-five percent of the number of cooperative members who take personal labor participation in its activities.

Constituent documents. The founding document of a cooperative is the charter, approved by the general meeting of members of the cooperative. The charter of the cooperative must define the corporate name of the cooperative, its location, and also contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violation of obligations to make these contributions; about the nature and procedure for labor and other participation of members of the cooperative in its activities and about their responsibility for violation of obligations regarding personal labor and other participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of members of the cooperative for its debts; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes; on the procedure for paying the cost of a share or issuing the corresponding property to a person who has ceased membership in the cooperative; on the procedure for new members to join the cooperative; on the procedure for leaving the cooperative; on the grounds and procedure for exclusion from members of the cooperative; on the procedure for forming the property of the cooperative; on the list of branches and representative offices of the cooperative; on the procedure for reorganization and liquidation of the cooperative. The charter of the cooperative may contain other information necessary for its activities.

4)Capital. The minimum and maximum amount of share capital is not limited. This is due to the fact that if the cooperative’s property is insufficient, its members bear additional (subsidiary) responsibility.

5)Control. The highest governing body of the cooperative is general meeting its members. In a cooperative with more than fifty members, a supervisory board may be created. The executive bodies of the cooperative include the board and (or) the chairman of the cooperative. Only members of the cooperative can be members of the supervisory board and board members of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board (chairman) of the cooperative.

6)Liquidation. Termination of its activities, in which the rights and obligations of the cooperative are not transferred to other persons by succession.

On a voluntary basis, a production cooperative is subject to liquidation by decision of its participants, as well as by a decision of the authorized body of the production cooperative - the general meeting. The grounds for voluntary liquidation may be: expiration of the period for which the production cooperative was created, achievement (or impossibility of achieving) statutory goals, etc.

Forced liquidation is carried out by court decision in cases where the activities of a production cooperative:

carried out without a license;

expressly prohibited by law;

involves repeated or gross violation of the law.

A demand for liquidation may be brought to court by a state body or local government body. The basis for liquidation is also the recognition of the cooperative as insolvent (bankrupt).

Consumer cooperative

1) Legal acts

Art. 116 Civil Code of the Russian Federation

Federal Law of the Russian Federation dated June 19, 1992 N 3085-I "On consumer cooperation (consumer societies, their unions) in the Russian Federation"

Concept: A type of business 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.

Features of the institution: The name must “contain either the names (names) of all its participants and the words “full partnership”, or the name (titles) of one or more participants with the addition of the words “and company” and the words “full partnership”.

Owners status: Participants in a general partnership are called general partners and can only be individual entrepreneurs and (or) commercial organizations(at the same time, they can no longer take part in other general partnerships).

Sources of capital formation: 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. By mutual agreement of the participants, contributions to the shared capital can be made both as personal property and non-property rights. The terms for making deposits by each participant are determined by the agreement. A general partnership does not have the right to issue shares.

Rights: Receive income in proportion to the contribution to the share capital; participate in the management of the partnership’s affairs; receive information about the activities of the partnership; get acquainted with its accounting books and other documentation in the manner established by the constituent documents; take part in the distribution of profits, receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value; leave the partnership at any time; transfer your share to another PT participant or a third party.

Control Features: Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each participant in a general 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. When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction. If the conduct of business is entrusted to one or more participants, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the conduct of business.

Responsibility for obligations: Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership. A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, 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.

Distribution of profits and losses: 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.

Main provisions of the charter and constituent agreement: The constituent document of a general partnership is the constituent agreement. The constituent agreement of a general partnership must define: the name of the general partnership; its location; procedure for managing the activities of the partnership; conditions on the size and composition of the partnership's share capital; conditions on the size and procedure for changing the shares of each participant in the share capital; conditions on the size, composition, terms and procedure for making contributions by participants; conditions on the liability of participants for violation of obligations to make contributions.

Number of participants: Minimum – 2.

So, soon creating a limited liability company will not be as easy as it is now. The minimum authorized capital for an LLC is increased fiftyfold. It is clear that not all start-up and even existing enterprises will be able to afford this size. What to do? Will everyone really have to register themselves as individual entrepreneurs? But what about those whose business is built on a corporate basis?

And here comes the time to remember forgotten forms of doing business, so unpopular at the moment, like general partnership and limited partnership.

It is noteworthy that in the draft Civil Code the rules on these organizational and legal forms have undergone virtually no changes.

General partnership

First of all, let's look at the main features of a general partnership. Beginning entrepreneurs will probably be most interested in learning how a general partnership differs from such a common form as a limited liability company. Compare with practical point vision.

These are the main distinguishing features of a general partnership that distinguish it from a limited liability company. For more details, see Art. Art. 69 - 81 Civil Code of the Russian Federation.

Limited partnership (limited partnership)

In addition, there are also limited partnerships (Articles 82 - 86 of the Civil Code of the Russian Federation). A partnership of faith is very similar to a general partnership. But it has a number of features that bring it closer to a limited liability company. In a limited partnership there are two types of participants: general partners and investors (limited partners). General partners are subject to the rules of a general partnership; they participate in the management of the partnership and conduct business on its behalf. Investors are not allowed to manage affairs; they only make a contribution and have the right to receive part of the profit due to their share in the pooled capital. But they are not responsible with all their property, but only with a contribution to the share capital, this makes them similar to participants in a limited liability company.

Simple partnership

A simple partnership, unlike a general and limited partnership, is not a type of legal entity. This is not an organization, it is a type of agreement (Chapter 55, Part II of the Civil Code of the Russian Federation).

Under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to pool their contributions and act together without forming a legal entity to make a profit or achieve other goals. contrary to the law goals. The parties to a simple partnership agreement concluded for the implementation of entrepreneurial activities can only be individual entrepreneurs and (or) commercial organizations.

Therefore, you cannot start your own business with a simple partnership right away; you must first at least register as an individual entrepreneur.

A simple partnership is a form of partnership for conducting joint business activities. In this case, the property invested in the business is not separated, as is the case with legal entities (where it becomes the property of the legal entity itself), but remains the property of the partners (in common shared ownership). Everything received in the future from joint activities also goes into the common shared ownership of the partners.

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