Governing bodies of the general partnership of the Civil Code of the Russian Federation. General partnership

A general partnership is one of the oldest forms of partnerships. Nowadays it is not used often, but some entrepreneurs still prefer it. Those who decide to organize a general partnership, which should be prepared in advance, are advised to familiarize themselves with the rules for registering an organization.

What is a general partnership

A general partnership is one of the types in which the participants enter into an agreement in accordance with business activities. Each participant (or general partner) is fully responsible for the entrusted property, that is, bears unlimited liability.

The Civil Code regulates a general partnership, which is indicated by the following characteristics:

Created on the basis of a contract;

General partners are obliged to personally participate in the activities of the organization;

Have the same rights as legal entities;

The main goal is to implement entrepreneurial activity;

The liability of all participants is unlimited.

There are rules for those who want to become a member of a general partnership. According to the law, individual entrepreneurs can become one, like any other (in accordance with Article 66 of the Civil Code).

When choosing a name for a general partnership, it should be noted that it must contain the words “full partnership” and the names of all participants, or the names of several participants, but then be sure to add the words “full partnership” or “company”. An example of a general partnership is the imaginary company “Ivanov and Company”.

Required documents

A general partnership, the constituent documents of which must be provided for registration, is created on the basis of a constituent agreement. In it, the founders determine their participation in the activities of the partnership, agree on expenses and methods of managing the organization.

Each participant is required to sign a memorandum of association that contains the following information:

Name that complies with the law;

Location;

The procedure for managing the partnership;

Amount, composition and timing of deposits;

Liability for violation of contract.

The memorandum of association has several purposes. It contains clauses defining the relationship between general partners. Moreover, the agreement specifies the terms of the partnership’s work with other organizations. Like any document, the contract is drawn up in accordance with the law and must include all points. It lies in in writing, drawn up in the form of one document and signed by each participant.

Name of the general partnership

There is no requirement in the law that the agreement must be in the form of a single document. However this prerequisite when submitting it for registration. Moreover, when presenting the contract to third parties, it is mandatory to show a single document.

From the moment the agreement is signed, the participants in the general partnership must fulfill their rights and obligations. However, for third parties it comes into force only after registration. Registration of the constituent agreement takes place in accordance with the Law on Registration of Legal Entities. The name must comply with all rules. Example of a general partnership with correct name- "Abzal and K."

Responsibilities of participants

A general partnership, the constituent documents of which were signed by all participants, imposes rights and obligations on them. This is important to know. Participants in a general partnership cannot be members of more than one partnership. By law, they do not have the right to make transactions on their own behalf without the consent of others. Everyone is required to make at least half of their contribution to the capital by the time the partnership is registered. The remaining portion is paid within the period specified in the contract. Each partner is obliged to participate in the activities of the organization in accordance with the rules specified in the constituent agreement.

Participants' rights

The founders of a general partnership have the right to leave the partnership before the specified period. In this case, the person must declare his desire at least 6 months in advance. If a general partnership was created for a certain period, then exit is possible only for a good reason.

A participant can be expelled from the partnership by court if the other participants vote for it. In this case, he is paid the value corresponding to his share in the capital. The shares of retired participants are transferred by succession, but the remaining partners must vote for the successor. The composition of the comrades can be changed without expelling anyone. In this case, the share in the joint capital is transferred to another participant or a third party. To carry out the operation, the consent of the other comrades is required.

Liquidation of a general partnership

Since a general partnership is highly dependent on each partner, there are many events that can lead to its dissolution. Naturally, the death of a partner is the reason for the termination of the partnership. If the friend is legal entity, its liquidation will serve as the basis for the liquidation of the organization.

Other reasons are:

An appeal by creditors to one of the participants in order to recover property;

Legal proceedings against one of the comrades;

Declaring the participant bankrupt.

A general partnership has the right to continue its activities if such a clause is specified in the constituent agreement.

If the number of partners is reduced to one, then the participant has 6 months to convert the general partnership into business society. Otherwise, it is subject to liquidation.

What is a limited partnership

General and limited partnerships differ in several respects. A limited partnership, which is also called a limited partnership, differs from a general partnership in that it includes not only general partners, but also investors (limited partners). They assume the risk for losses that are associated with the activities of the partnership. The amounts depend on the deposits made. Limited partners do not participate in business activities. Unlike general partners, investors can be not only individual entrepreneurs and commercial organizations, but also legal entities.

Limited partners have the right:

Receive profit according to the share in the share capital;

Require annual reports on the work of the partnership.

There are a number of restrictions that apply to depositors. They cannot become state bodies, as well as local government bodies. They have no right to act on behalf of the partnership, except by proxy.

Production cooperative as a form of collective entrepreneurship

One form of collective entrepreneurship is called a cooperative. A general partnership, in contrast, has more restrictions in terms of participants. Participants in a production cooperative cannot be individual entrepreneurs, but they personally work in the cooperative. Each member has one vote regardless of the size of the contribution.

In the civil code, a production cooperative is called an artel, since profit depends on the labor contribution of the participant, and not on his contribution. In the case of a debt, everyone is responsible for repaying it in an amount predetermined by the charter.

The advantage of this form of entrepreneurship is that profits are distributed in accordance with labor input. Property is also distributed if the production cooperative has been liquidated. Maximum number members are not limited by law, which allows the creation of cooperatives of any size. Each participant has equal rights and one vote, which stimulates member interest in the activities of the organization.

The minimum number of members is limited to five. The downside is that this greatly limits the possibility of creating a cooperative.

legal acts- 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- Full members Only individual entrepreneurs and (or) commercial organizations can form limited partnerships. 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

legal acts– Civil Code

Definition– Part 1 of Article 82. A 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 business activities by the partnership.

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. Supreme body management is a 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 related to 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;

government officials state power 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 a cooperative is the general meeting of 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"

A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

The last circumstance must not be forgotten, since it is the main difference between a general partnership and the most widespread limited liability companies.

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 departure, equally with the remaining participants, for 2 years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. An agreement between the participants of a partnership to limit or eliminate the liability of the participants is void.

The business name of a general partnership must contain either 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 “general partnership.”

A general partnership is created and operates on the basis of a constituent agreement, the constituent agreement is signed by all its participants.

The decision to create a partnership must contain information about the establishment of the partnership, approval of its charter, about the procedure, amount, methods and timing of the formation of the property of the partnership, about the election (appointment) of its bodies, information about the results of voting of the founders on the issues of establishing the partnership, about the procedure for the joint activities of the founders to create a partnership.

A written protocol is drawn up on the decision of the meeting of founders. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

2) information about the persons who took part in the meeting;

4) information about the persons who conducted the vote count;

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

The founding agreement of a general partnership must contain, inter alia, information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as 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.

A general partnership is subject to state registration with an authorized state body in the manner prescribed by the law on state registration of legal entities.

For state registration of a general partnership, it is necessary to submit to the registration authority an application drawn up in the prescribed form, a decision on creation or minutes of the meeting of founders, constituent documents and a document confirming payment of the state duty.

When participating in the establishment of a general partnership of a foreign legal entity, an extract from the register of foreign legal entities of the relevant country of origin or other proof of equal legal force is required of the legal status of the foreign legal entity - the founder.

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

Characteristics of a general partnership

Full partnership is commercial organization, the participants of which have entered into an agreement among themselves to create an enterprise for the joint conduct of certain economic activities.

1. Participants n general partnership are individual entrepreneurs and/or commercial organizations. At the same time, they retain full independence and rights of a legal entity.

2. The source of formation of the property of the partnership is the contributions of its participants.

3. Profits and losses are distributed among the participants in proportion to their shares in the share capital.

4. The entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity.

5. If there is insufficient property of the partnership to pay off its debts, the claims of creditors are satisfied at the expense of the personal property of any of the participants (or all of them together), i.e. joint subsidiary liability.

6. An individual entrepreneur or a commercial organization can be members of only one general partnership.

7. On general meeting each participant has one vote. Upon leaving the partnership, a participant receives a share of property equal to his share in the share capital. In this case, the remaining participants contribute the amount paid to the participant who left, or reduce the amount of the share capital. Pooling of property is also possible on the basis of a joint activity agreement.

8. If one participant remains in a general partnership, he is obliged to transform it into a joint-stock company, limited liability company or additional liability company within 6 months.

9. The only constituent document is the Memorandum of Association. The partnership does not create bodies that express its will externally.

10. There is no minimum amount of share capital provided by law.

Advantages:

1. It is possible to accumulate significant funds in a short time;

2. Each member of the partnership may engage in entrepreneurial activities on behalf of the partnership;

3. General partnerships are more attractive to creditors;

4. It is possible to receive tax benefits.

Flaws:

1. There must be a trusting relationship between general partners;

2. A partnership cannot be a company of one person;

3. In the event of bankruptcy, each member of the partnership is liable for its obligations not only with a contribution, but also with personal property.

Characteristic features of a partnership of faith

Partnership of Faith (limited partnership) is a type of general partnership with some features.

1. Consists of 2 groups of participants: general partners and investors. General partners carry out business activities on behalf of the partnership itself and bear unlimited and joint liability for the obligations of the partnership.

2. Investors can be any legal and/or individuals. Investors only make contributions to the property of the partnership, but are not liable with their personal property for its obligations. They do not have the right to participate in the management of the affairs of the partnership and act on its behalf, but have the right to become familiar with its financial activities.

3. Investors have the right to receive a share of profits proportional to their deposits. They can freely withdraw from the partnership with the receipt of their contribution. They may transfer their share to another investor or a third party without the consent of the partnership or general partners.

4. The constituent document is also the constituent agreement, which is signed only by general partners.

5. The investor can leave the partnership at any time, while he receives only his contribution to the share capital, but does not have the right to receive a part of the property proportional to his share in the share capital.

Advantages of a partnership of faith:

1. The same as for a general partnership;

2. To increase capital, they can attract funds from investors.

Disadvantages of a partnership of faith:

1. The same as for a general partnership.

Types of business partnerships:

1.General partnership– a commercial organization whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all property (including personal) belonging to them.

2. Partnership of Faith(TV - limited partnership) includes general partners and investors (limited partners). The status of general partners is similar to a general partnership. Limited partners do not participate in business activities and bear the risk of losses of the partnership to the extent of their contributions.

3. The business company is considered a subsidiary, if another (main) business company or partnership has the opportunity to determine its decisions. The main business company or partnership bears full or subsidiary responsibility for the results of the activities of the subsidiary business company.

4. The business company is recognized as dependent, if another company (participating in its affairs) has more than twenty percent of voting shares or twenty percent of the authorized capital of the LLC.

A general partnership is an association of entrepreneurs on an economic basis to engage in joint financial and commercial activities within the framework of existing legislation.

According to Part 1 of Art. 69 of the Civil Code of the Russian Federation, such a partnership is considered to be a community whose participants engage in business activities exclusively jointly. All obligations undertaken by one of them and not fulfilled by him must be fulfilled by the others. Having assumed specific obligations, the participants are obliged to respond to them not only with joint, but also with personal funds, which represents a huge inconvenience for themselves, but insures clients using the services of this association.

When joining a community, you need to be prepared for the fact that it will not be possible to become a member of any other similar organization. Each association has its own corporate name, which can consist of the names of all its participants with the addition of the phrase “full partnership” or the name of one participant with the addition of the same phrase or “company”.

Founders and constituent documents

The founders of this association can be individual entrepreneurs and commercial firms. The main constituent document is the constituent agreement, the signing of which is mandatory for all participants.

name of the organization being created;
the address where it is located;
in what order the activities will be carried out;
the amount of total contributions;
the amount of the share contribution of each participant;
time of payment of entrance fees;
penalties for violation of this agreement.

In accordance with the constituent agreement, a legal entity is created, the procedure for implementation is decided general work, the conditions for the existence of the property of this legal entity are discussed. persons, as well as the conditions on the basis of which the partners carry out their activities.

In addition, the contract is intended to determine the terms under which anticipated profits and losses will be distributed. The agreement also specifies how the procedure for joining and leaving the partnership will take place.

Number, rights, duties and responsibilities of participants

The main condition for creating such an association is the presence in it at least two participants. Their rights and obligations are determined by the constituent agreement, as well as the amount that each of them is ready to contribute to the common treasury, the so-called share capital.

When making any decision, the general partners proceed from the interests of each of them; each has one vote on the council. The exception is cases when the presence of a vote for all participants is not provided for in founding document, in this case all decisions are made by counting a majority of votes.

In addition to the above, each of them has the right to:

receiving income, the amount of which is commensurate with the amount of the deposit;
participation in all affairs of a legal entity;
obtaining information about the work of the partnership, its financial condition and constituent documents;
obtaining information regarding the distribution of profits received;
property remaining after reorganization;
exit from the association at any time convenient for him.

The responsibility of each general partner is distributed among everyone, regardless of the amount of contribution. This condition assumes that all participants are responsible for each other's actions not only with their deposits, but also with their personal property.

In addition, they are obliged:

allocate part of financial assets for investment in share capital;
pay at least 50% of the total capital upon entry and pay the rest as soon as possible;
If it is impossible to fully pay the entire amount specified in the constituent document, the participant undertakes to pay a 10% penalty, calculated from the amount of the remaining debt and designed to compensate for the losses of the other partners incurred in the process of existing with incomplete capital.
keep information related to the work of the organization secret if common interests require it;
actively participate in all types of community activities;
not to carry out transactions similar to transactions in which all members of the partnership must take part, on their own behalf.

Activity goals

The purpose of this association is to facilitate entrepreneurial activity in various fields. Thanks to the common capital, the resulting legal entity can conduct business much better than any of the partners could do individually.

Clients' trust in the partnership is higher than in individual representatives of a similar business. Community activities may be related to construction, development of new technologies, tailoring industrial scale and the like.

You can learn the procedure for conducting business of such an organization in accordance with the Civil Code of the Russian Federation from the following video:

Controls

The association is managed by all the comrades who formed it, unless otherwise stated in the constituent document. All participants have one vote and have the right to act on behalf of the others. The exception is when the contract stipulates in advance the joint management of all matters.

In this case, when making another transaction that requires a decision, a council of all comrades is assembled.

When conducting business on behalf of the majority, each participant practicing this approach must have a power of attorney signed by the others. If the trust in one of the members is shaken, his powers may be terminated by a court decision, about which a corresponding entry is made in the constituent agreement.

The partnership does not have any management bodies as such, since in most cases the participants act on a common behalf.

Registration procedure

To register, you must provide the following information and documents:

name of the future organization;
the type of activity you plan to engage in;
information on the size of the authorized capital, including the procedure for its payment;
information about the chosen taxation system;
permanent address where the organization is located (it is allowed to indicate the address of rented or non-residential premises);
information about the founders, as well as copies of constituent documents.

In this case you will need to pay approx. 4 thousand rubles. The application for opening is signed by an authorized person and certified by a notary.

Liquidation and reorganization

These procedures are carried out in accordance with Art. 61 Civil Code of the Russian Federation. In addition, this association may be recognized as liquidated if if all members leave it or it consists of one member. The remaining partner has the right to transform the organization into a business company, acting in accordance with the Civil Code of the Russian Federation. This transformation can be carried out no later than 6 months after the actual disappearance of the community.

In addition, liquidation can occur if it is provided for in the memorandum of association. In other cases, the existence of an organization is considered indefinite and not subject to either reorganization or liquidation.

Advantages and Disadvantages

A general partnership has both advantages and disadvantages. Fortunately, there are much fewer of the latter, but they still exist.

So, the pros legal form are:

Additional funds. Thanks to the admission of new members to the association, it receives a lot of additional funds that can be used for the further development of business activities.
Trust. Potential creditors trust such an organization more than firms.

The only, but very significant, disadvantage is the need to pay general debts from your own pocket. Comrades always risk not only their common property, but also their personal property.

An example of the functioning of an organization

As an example, we can cite an association organized, for example, by individual entrepreneurs N. I. Ivanov, V. V. Sokolov and E. P. Myagkova on March 1, 2003. These entrepreneurs formed the general partnership “Ivanov and Co” for the purpose of producing knitted clothing.

During the first period of work, the profit was at least 30,000 rubles. Half of it was distributed in proportion to the amount of earnings, and the rest was divided equally among all participants, as agreed in the memorandum of association.

Recently, it is almost impossible to find such a community, but in the past it was this organizational and legal form of doing business that was most widely used, especially on the American continent and in Russia XIX century.

Comparison with a partnership of faith

In addition to full partnerships, there are also limited partnerships, which are also called limited partnerships. The main difference between them is the need to pay bills with personal property if we are talking about the full option, and the absence of such a need in the second case.

Faithful partners always risk exclusively their own contributions, but their personal property remains intact.

If several comrades in faith have joined the full association, the latter do not take any active part in business activities, but are obliged to promptly pay entrance and other fees.

The community of faith has the right to carry out any commercial activities, Not contrary to the law, take part in charity, provide marketing and consulting services, create conditions for the use of the latest scientific and technical innovations.

Other important nuances

Exit from such an organization is unlimited. The participant who leaves the association is paid compensation equal to the estimated value of that part of the joint property to which he can claim. By agreement of the parties, compensation may be replaced by receipt of property in kind.

For example, a friend may demand the return of a personal car, computer, household and agricultural equipment. The amount due is determined based on the balance, which is compiled immediately after the decision to withdraw is made.

In the event of the death of a partner, his property is transferred to his heirs. Moreover, the latter cannot become members of the organization without the permission of all its participants.

As the number of comrades decreases, the size of the share capital increases. The exception is cases specified in the constituent document.