Business partnerships

Economic partnerships are recognized commercial organizations (legal entities) with the share capital divided into contributions of the founders (participants) (clause 1 of Article 66 of the Civil Code).

Business partnerships are contractual associations of several persons for joint management entrepreneurial activity under a common name. Each participant in the partnership, based on this, is obliged to take personal part in the entrepreneurial activities of the partnership. In this way, business partnerships (associations of persons) are fundamentally different from business companies (associations of capital), the participants of which are not required to take personal part in their activities.

The activities of a business partnership are entrepreneurial, from which it follows that the partners who personally carry out this activity must also have entrepreneurial status, which makes such participation in partnerships impossible for citizens, non-profit legal entities and public entities. Companions can be either individual entrepreneurs, or commercial organizations (paragraph 1, clause 4, article 66 of the Civil Code).

Personal participation in the affairs of the partnership imposes on the partners, who are also business entities by status, the obligation to refrain from competition with the partnership when carrying out their own business activities, and first of all, not to make transactions in their personal interests that constitute the subject of the partnership’s activities. The same circumstance partially (but not mainly) determines the prohibition of participating in more than one general partnership. At the same time, personal participation in the activities of the partnership relieves the latter of the need to create special executive bodies, acting in civil circulation on his behalf.

Business partnerships can be created in the form general partnership and limited partnerships.

1.1 General partnership represents a partnership whose participants (general partners), in accordance with an 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. Three features, based on this, determine the legal personality of a general partnership: 1) entrepreneurial activity of participants (general partners) on behalf of the partnership, 2) the presence of an agreement concluded by all participants and defining the subject, limits and procedure for engaging in such activities, and 3) subsidiary ( additional) liability of participants with property belonging to them for the obligations of the partnership.

Legal status a general partnership is determined by the Civil Code - the basic provisions on legal entities (§ 1 Chapter 4), general provisions on business partnerships and companies (subparagraph 1, § 2, chapter 4) and the rules on general partnerships (subparagraph 2, § 2, chapter 4). There is no special law on general partnerships and its adoption is not envisaged.

Organizational unity A general partnership is characterized by the following main features.

Participants in a general partnership can be at least two persons who have entered into a constituent agreement on its creation. The memorandum of association is the only founding document full partnership. It must be signed by all participants, the maximum number of which is not established by law.

For participants of a general partnership in addition to the rights belonging to participants in any business partnerships and companies, The following rights belong to:

– the right to get acquainted with all documentation on the conduct of business, regardless of whether he is authorized to conduct the affairs of the partnership. Waiver of this right or its limitation, including by agreement of the participants of the partnership, is void;

– the right to act on behalf of the partnership, except for cases where the constituent agreement provides otherwise;

– the right to withdraw from the partnership by declaring refusal to participate in it. An agreement between participants in a partnership to waive the right to withdraw from the partnership is void;

– the right to receive the value of a part of the partnership’s property corresponding to the share of a participant in the event of his departure 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 constituent agreement;

– make a contribution to the share capital in the manner and within the time limits established by the Civil Code and the constituent agreement;

– without the consent of the other participants, not to carry out 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 of the partnership’s activities.

Participants a general partnership must, in principle, remain unchanged throughout its existence. In the event of the departure of one of the partners, the partnership may continue its activities if this is provided for by the founding agreement of the partnership or the agreement of the remaining participants. A special case in which the mandatory existence of an agreement between the remaining participants is provided for is the exclusion of any of the participants from the general partnership. Participants in a general partnership have the right to demand in court the exclusion of any of the participants from the partnership by unanimous decision the remaining participants and if there are serious reasons for this, in particular due to a gross violation by this participant of his duties or his revealed inability to conduct business wisely. Provided, however, that the partnership remains at least two participants.

New participants in a general partnership can only be accepted with the consent of the other participants and only as legal successors of the retired participants. The Civil Code provides for the possibility of admitting into the partnership the heirs of a retired participant and the legal successor of a reorganized legal entity that was a participant in the partnership before the reorganization (clause 2 of Article 78 of the Civil Code). Along with this, a participant is allowed 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 participation shares of the remaining participants, unless otherwise provided by the constituent agreement 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 participants. The management of the partnership’s activities is carried out by them by common agreement, i.e. unanimously. This deviation in favor of the cooperative principle is caused by the special legal nature of partnerships, which imply an equal risk of liability for the partners, regardless of the size of the contribution made. However, the law allows the participants of a general partnership to provide in the memorandum of association for cases when decisions are made by a majority vote. Each participant has one vote, however, the constituent agreement 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).

Executive bodies in a general partnership no. 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 doing business together of a partnership, its participants require the consent of all participants of the partnership to complete 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 carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with conducting the affairs of the partnership.

The peculiarities of conducting the affairs of a particular partnership are determined by its constituent agreement, familiarity with the provisions of which general rule is not the responsibility of other participants in civil transactions. They have the right to rely on the usual procedure for conducting business in the partnership established by the Civil Code. Hence, in relations with third parties, the partnership does not have the right to refer to the provisions of the constituent agreement limiting the powers of the partnership participants, except in cases where the partnership proves that the third party at the time of the transaction knew or should have known about the lack of the right of the partnership participant to act on behalf of partnership (paragraph 4, clause 1, article 72 of the Civil Code).

Property separation of a general partnership is relative. On the one hand, it is expressed in the presence of his own property. The constituent agreement, along with general information for this document (clause 2 of Article 52 of the Civil Code), must necessarily contain conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions. The partnership is required to account for 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 (accordingly, 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 constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.

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

Independent property liability a general partnership is accordingly 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 partnership has insufficient property, 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 the 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 his entry into the partnership (clause 2 of Article 75 of the Civil Code).

Such high requirements for participant responsibility are intended to ensure financial stability partnership in circulation, its reliability in the eyes of creditors, due to which the law prohibits anyone from being a participant in more than one general partnership (Clause 2 of Article 69 of the Civil Code).

On the contrary, the partnership is not liable for the obligations of its participant. Therefore, foreclosure on a participant’s share in the joint capital of a general partnership for the participant’s own debts is allowed only if there is a lack of other property to cover the debts. Creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership’s property corresponding to the debtor’s share in the share capital in order to foreclose on this property. Foreclosure on the property corresponding to the participant’s share in the joint capital of the general partnership terminates his participation in the partnership, but does not cancel his liability for the obligations of the partnership provided for for the retiring participant (Article 80 of the Civil Code).

Business name of the general partnership must contain either 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 company” and the words “full partnership”.

Liquidation and reorganization of a general partnership have the following features.

A general partnership, in addition to the general grounds for liquidation, can 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 company within 6 months. A general partnership is also subject to liquidation in the event of the departure of any of its participants, unless the founding agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.

1.2 Partnership of Faith- this is a partnership in which, along with participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (full partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, in within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities.

A limited partnership is a modification of a general partnership, and therefore many of the provisions governing a general partnership apply to it. The procedure for creating a partnership, the position of general partners (complementaries), their responsibility, the procedure for managing and conducting business, participation in profits and losses, and much more in a limited partnership is exactly the same as in a general partnership. The Civil Code in this regard states that the rules of the Civil Code on full partnership are applied to limited partnerships insofar as this does not contradict the rules of the Civil Code on limited partnerships (clause 5 of Article 82).

The law allows you to be a partner in only one limited partnership. Since the position of a general partner in a limited partnership is generally identical with the position of a general partner in a general partnership, participation in one of them excludes the possibility of participation in the other. A partner in a limited partnership cannot simultaneously be a partner in a general partnership and vice versa.

The main differences between a limited partnership and a general partnership are caused by the participation of investors or limited partners in its composition, which should be discussed here in a little more detail.

Articles of Association, which is the only constituent document of a limited partnership, must, in addition to the information required when creating a full partnership, contain conditions on the total amount of contributions made by investors, i.e. fixed share of investors in the share capital (clause 2 of Article 83).

The position of depositors is characterized by the following features.

First. They have no 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 general partners in managing and conducting the affairs of the partnership (clause 2 of Article 84 of the Civil Code).

Second. The investor has one single obligation - to contribute to the pooled capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership (Clause 1, Article 85 of the Civil Code). But he has much more rights. In accordance with paragraph 2 of Art. 85 of the Civil Code has the right: 1) to receive part of the partnership’s profit due to its share in the share capital, in the manner prescribed by the constituent agreement; 2) get acquainted with the annual reports and balance sheets of the partnership; 3) at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the founding agreement; 4) transfer your share in the share capital or part thereof to another investor or a third party. In addition, investors have a preferential right over third parties to purchase a share (part thereof). Transfer of the entire share to another person terminates the investor's participation in the partnership. The founding agreement of a limited partnership may also provide for other rights of the investor.

Trade name of the limited partnership must contain either the names (titles) 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." The names of investors should not be included in the company name. In order to protect bona fide participants in the turnover, a rule has been established according to which persons whose names are included in the corporate name of a limited partnership are considered its general partners. Hence, the Civil Code establishes: if the name of an investor is included in the company name of a limited partnership, such investor becomes a general partner (paragraph 2, paragraph 4, article 82 of the Civil Code).

Features of liquidation and reorganization. A limited partnership is liquidated on the same grounds as a general partnership. However, it is maintained if at least one general partner and one contributor remain. Additional reason The liquidation of a limited partnership is determined by the withdrawal of all investors from its membership. But general partners in this case have the right to transform the partnership of faith into a general partnership.

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

The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the joint capital of the partnership, unless a different procedure is established by the constituent agreement or agreement of the general partners and investors.

18. Business partnerships: concept, characteristics, types

Business partnerships and societies in accordance with Art. 66 Civil Code of the Russian Federation commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants) are recognized. Property created from the contributions of the founders, as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it by right of ownership. A contribution to property can be anything that has a value: property rights, securities, money, property in kind, etc.

The difference between a partnership and a society is that a partnership is an association of persons not only with capital, but also with its activities, and a company is only an association of monetary and other financial investments.

Being a legal entity, A business partnership has general and special characteristics.

First of all, a business partnership is a legal entity, and therefore, by virtue of Art. 48 of the Civil Code is endowed with all the signs (traits) of the latter: 1) has separate property; 2) is responsible for his obligations to you with this property; 3) on its own behalf exercised and acquired rights and obligations; 4) can be a plaintiff and defendant in court; 5) has an independent balance. A business partnership refers to commercial organizations(Clause 2 of Article 50 of the Civil Code), i.e. the main purpose of its creation is to make a profit. Thus, a business partnership is an organizational and legal form of a commercial organization. By virtue of paragraph 2 of Art. 48 of the Civil Code, business partnerships are legal entities in respect of which their participants have rights of obligations. In other words, Obligatory legal relations arise between a business partnership and its participants.

Business partnerships have special characteristics.

1) a business partnership is contractual association of several persons for joint business activities. This essential feature allows us to differentiate between business partnerships and business companies; the latter are associations of capital of persons participating in the creation of companies. A business partnership is characterized by a trusting (fiduciary) nature of relations between its participants.

2) a business partnership as an association of persons involves joint liability of participants for the debts of the partnership, and in case of insufficiency of his property, the participants (general partners) are liable with all their property, which may be subject to execution. On the contrary, participants economic society are not liable for its debts and bear the risk of losses associated with the activities of the company, within the value of the contributions they made (clause 1 of Article 87 of the Civil Code).

3) participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations(clause 4 of article 66 of the Civil Code).

4) the constituent document of the partnership is memorandum of association(Articles 70, 83 Civil Code). Civil legislation does not include the charter among the constituent documents of partnerships, which follows from the nature of the partnership as a contractual association of persons.

5) a contribution to the property of a business partnership can be money, securities, other things or property rights or other rights that have a monetary value, forming share capital (clause 1, 6 of Article 66 of the Civil Code). Share capital- a secondary (additional) feature of partnerships, which also predetermines the origin of business partnerships as an association of persons.

6) the conduct of affairs in partnerships is carried out directly by the participants themselves (general partners), while in other legal entities (including business companies) these functions are performed by the relevant management bodies.

Business partnerships : general partnerships and limited partnerships. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations.

Members general partnership (Article 69-81 of the Civil Code of the Russian Federation)(general partners) in accordance with the agreement concluded between them, carry out entrepreneurial activities on behalf of the partnership and in its interests and are liable for the obligations of the partnership with their property. Unless otherwise established by the founding agreement, each participant in a general partnership has the right to act on behalf of the partnership in relations with surrounding persons; otherwise, it is possible for all partners to conduct business jointly or entrust their management to individual partners. Each member of a general partnership has the right to receive income from the profits of the partnership in the amounts established by the constituent agreement. A participant in a general partnership has the right to withdraw from it by declaring his refusal to participate in the partnership.

Partnership of Faith (Article 82-86 of the Civil Code of the Russian Federation) (limited partnership)- a legal entity in which, along with general partners, there are persons who are not engaged in entrepreneurial activities on behalf of the partnership, but have made contributions to it and are liable for the obligations of the partnership in proportion to these contributions. Characteristic features of a limited partnership: management of the partnership’s affairs is carried out only by general partners; investors are required to make contributions of a certain value to the pooled capital, which is certified by certificates of participation issued to them; investors have the right to receive part of the partnership's profit attributable to their share in the share capital.

Business societies : joint stock companies, limited liability companies, additional liability companies. Participants in business companies can be citizens and legal entities.

Joint stock companies (Article 96-104 of the Civil Code of the Russian Federation)– legal entities whose authorized capital is divided into a certain number of shares. Shares of an open joint-stock company may be alienated by their owner without the consent of the other participants of the company. In a closed joint stock company, shares are subject to distribution among the founders of the company or among another predetermined circle of persons.

Limited Liability Company (Article 87-94 of the Civil Code of the Russian Federation)– a legal entity created by one or more persons, the charter of which is divided into certain shares. Participants in such a company are not liable for its obligations and bear the risk of losses only within the limits of their share.

Additional liability company (Article 95)– a legal entity whose authorized capital is divided into shares; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their shares, determined by the charter of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the constituent documents of the company.

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

There are 2 types of business partnerships:

1. general partnerships;

2. limited partnership.

General partnership - a partnership whose participants (general partners) engage in business activities on behalf of the partnership and bear the risk of losses on its obligations with all the property belonging to them.

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

In case of losses, the participants of the general partnership may lose not only their deposits, but also other monetary savings (real estate, vehicles etc.)

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

· name of the partnership (the company name must contain the words “Full Partnership” or “Limited Partnership” (“Limited Partnership”), as well as the names of all general partners or one or more with the words “and company.” If the company name the name of the investor is included, he becomes a general partner);

· location of the partnership;

· procedure for managing the activities of the partnership;

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

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

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

One of the main concepts characterizing a general partnership is share capital . It is formed as a result of the founders of the partnership making their contributions, and its value is initial period activities determines the financial capabilities of the organization. The ratio of participants' contributions determines the distribution of profits and losses of the partnership, as well as the rights of participants to receive part of the property or its value upon leaving the partnership. A contribution to the partnership capital can be money, securities, other things or property rights that have a monetary value. The assessment is carried out by agreement of the founders (participants). By the time state registration The participant of the partnership is obliged to make at least half of his contribution to the share capital, the rest - within the time limits established by the constituent agreement.

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

Responsibilities of partnership participants:

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

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

· each general partner has the right to act on behalf of the partnership, unless otherwise provided in the constituent agreement;

· a general partner does not have the right to make, on his own behalf and in his own interests, transactions similar to those that constitute the subject of the partnership’s activities, without the consent of the other general partners.

Management of the activities of a general partnership is carried out by general agreement of all participants; each participant, as a rule, has one vote (however, the constituent agreement may provide for a different procedure, as well as the possibility of making decisions by a majority of votes).

Limited partnership (limited partnership) - a partnership in which, along with general partners ( responsible own property) there are one or more participant-investors (limited partners) who do not take part in the partnership’s business activities and bear the risk of losses within the limits of their contributions. If two or more partners take part in a limited partnership with full liability, they bear joint liability for the company's debts.

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

The limited partner's only obligation is to contribute to the share capital. This provides him with the right to receive a portion of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balances.

Investors of a limited partnership have the right:

act on behalf of a limited partnership only if there is an order and in accordance with it;
in the event of liquidation of the company, demand the return of previous participants with full liability;
require the presentation of annual reports and balances, as well as the possibility of verifying the correctness of their maintenance.

Investors of a limited partnership must make contributions and additional contributions in the amount, in the manner and in the manner provided for in the founding agreement. The joint size of the shares of investors should not exceed 50 percent of the company’s property specified in the constituent agreement. At the time of registration of a limited partnership, each of the investors must contribute at least 25 percent of their contribution.

A limited partnership is liquidated upon the departure of all investors participating in it. However, general partners have the right, instead of liquidation, to transform the limited partnership into a general partnership.

A limited partnership is maintained if at least one general partner and one investor remain in it.

References:

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

2. Course economic theory. Under the general editorship: prof. Chepurina M.N., prof. Kiseleva E.A. Ed. "ASA", 1997

3. Shmalen G. Fundamentals and problems of enterprise economics: Per. with German/Under. ed. prof. A.G. Porshneva. - M.: Finance and Statistics, 1996. – 512 p.: ill.

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

As a rule, there is enough limited opportunities and applies mostly to small businesses.

For the same variety as large-scale entrepreneurship, as a rule, it is relevant to combine the efforts of several individuals at once, which as a result turns into a collective business.

Business partnerships are such associations of several partners for the purpose of organizing joint entrepreneurial activities or businesses in which the participation of all individuals must be sealed by contract or written agreement. The persons signing this main agreement are considered founders.

They have the full right to participate in the management of all affairs, distribute profits, receive information about all types of activities of the partnership, and familiarize themselves with all documentation. In addition, in the event of liquidation of the partnership, the founders receive part of its property or the corresponding cash equivalent.

For a closer and more fruitful union, business partnerships, as a rule, are formalized as enterprises in which not only the efforts, but also the capital of their founders are combined. The initial contribution made is called a deposit or statutory contribution.

Depending on the type of property liability, partnerships are divided into full and limited.

According to the Civil Code, business partnerships are commercial, i.e. organizations whose main goal is to make a profit. At the same time, partnerships that do not have legal status do not have the right to be considered independent entities, because do not have a charter, sometimes even a name.

Business partnerships and companies may have fixed assets, such as buildings, equipment, structures, as their property capital, working capital- stocks of materials, raw materials, finished goods, work in progress, cash resources and other valuables.

A partnership must have at least two participants, and its only founding document- This is an agreement that is signed by all the founders, called general partners.

In turn, an economic society is the most classic, universal and most widespread form of corporation throughout the world.

Today, Russian legislation provides for three legal organizational forms of business entities.

The most common is a limited liability company. It can be established by several or one person. It can be divided into shares.

In turn, participants in another form - a company with additional liability - have a joint and several contribution in a specifically defined amount, a multiple of their contributions.

Another form is a joint stock company, which becomes a legal entity from the moment it receives state registration. It must have a specific address and must have a name.

In this case, a joint stock company can be of two types - closed and open. Each type is determined by the way in which it is formed authorized capital, the composition of the founders and, as a consequence, the status of the participants.

For example, in a closed joint stock company, all shares are distributed among a certain, pre-specified circle of persons who have a preemptive right to purchase them from the remaining shareholders.

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

Definition

Economic partnership is an association of individuals whose main goal is to make a profit. The company's property belongs to the entire organization by right of ownership. A partnership can be full or limited. All members of the company are liable for the debts of their organization with their own property. At the same time, in a limited partnership there are general partners who have the right to manage, and limited partners (investors) who are deprived of such a right.

Economic society is a commercial organization that owns shared property (capital), divided into contributions of participants. A legal entity conducts business activities aimed at generating profit. An organization can take the form of an additional liability company (ALC) or limited liability company (LLC), a closed or open joint-stock company (CJSC or OJSC). Participants in a legal entity are liable for the company’s debts only to the extent of their contributions.

Comparison

There are several fundamental differences between business companies and partnerships. They were formed due to certain traditions and are enshrined in normative legal acts. Firstly, this concerns the participants legal entities. Members of an LLC, OJSC or ODO can be organizations and citizens, with the exception of a number of restrictions. Only private entrepreneurs or business entities can be participants in the partnership. Secondly, there is a difference in securing the debts of a legal entity. For the obligations of the partnership, the participants are liable with all their own property, for the debts of the business company - only within the limits of their share.

There is also a difference in the approaches to managing an organization and the freedom to leave it. You can freely sell, donate, or transfer your share in an LLC, OJSC or ODO. If we are talking about a business partnership, then in the general case only compensation is provided in case of withdrawal. Members of a general partnership can alienate their shares only with the consent of other participants in the organization.

Conclusions website

Composition of a legal entity. Commercial organizations (private entrepreneurs and firms) can be represented in a partnership, and any individuals and legal entities can be represented in a business company (within the limits of the law).
Control. The partnership is governed by its members by convening general meeting, the business company creates its own administration.
Responsibility of members. For the debts of the partnership, its participants are liable with their own property. Members of a business company only bear losses within the limits of their contribution in the event of unprofitable activities of the enterprise.
Alienation of share. A joint stock company (with the exception of a closed joint stock company) assumes free disposal of shares or its part of the property. Exiting a business partnership is much more difficult and can sometimes only involve obtaining a share of its property.