home Audience 12 Authorized capital of a general partnership. Full partnership: constituent documents. Charter of a legal entity

Authorized capital of a general partnership. Full partnership: constituent documents. Charter of a legal entity

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.

A person can be a member of only one general partnership.

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”.

Since the partnership is created for the joint conduct of business activities, only entrepreneurs and commercial organizations of at least two can be its full members.

General partners bear unlimited joint and several liability for the obligations of the partnership, in contrast to participants in other legal forms who bear limited liability; in this regard, a person can be a general partner in only one partnership.

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the Memorandum of Association or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.

The constituent document of a general partnership is the Memorandum of Association.

A participant in a general partnership is obliged to participate in its activities in accordance with the terms of the Memorandum of Association.

A participant who has left (including expelled) from the partnership is liable for the obligations of the partnership that arose before the moment of his departure, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Participants in a general partnership have the right to:

participate in the management of the partnership’s affairs;
receive information about the activities of the partnership and get acquainted with its accounting books and other documentation in the manner established by the Constituent documents;
Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership, has the right to familiarize himself with all documentation on the conduct of affairs. Waiver of this right or its limitation, including by agreement of the participants of the partnership, is void; take part in the distribution of profits;
receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value;
may have other rights provided for by law and the Foundation Agreement.

Participants in a general partnership are obliged to:

make contributions in the manner, amounts, methods and within the time limits provided for by the Foundation Agreement;
not to disclose confidential information about the activities of the partnership;
participate in the activities of the general partnership in accordance with the terms of the Memorandum of Association;
make at least half of your contribution to the partnership capital by the time of its registration. The rest must be paid by the participant within the time limits established by the Memorandum of Association.
may also bear other responsibilities provided for in the Memorandum of Association.

A participant in a general partnership does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

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

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 of the remaining participants and if there are serious grounds for this, in particular:

Due to this participant’s gross violation of his duties;

His revealed inability to conduct business wisely.

The exclusion of a participant from the partnership is a change in the content of the Foundation Agreement, therefore the law provides for the consent of all other participants of the partnership. The requirement to exclude a participant from the partnership must be filed in court. Moreover, the plaintiffs in this process are the remaining participants, and not the partnership.

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

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

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

When a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred is liable equally with other participants for obligations that arose before his entry into the partnership.

The transfer of the right to participate in a partnership from one participant to another without the consent of all members is also not permitted, since such a transfer implies a significant change in the internal contractual relations of the participants. Accordingly, the transfer of participation rights made without the consent of the remaining participants is recognized as invalid.

Registration of a general partnership

The founders of a general partnership hold a meeting at which they make a decision on the establishment of a general partnership, and also conclude a constituent agreement among themselves and draw up minutes of the general meeting of founders.

Registration of changes to a general partnership

Amendments to the Memorandum of Association of a general partnership are carried out in the following cases:

By general agreement of all participants of the general partnership;

In the event of a change in the composition of the partners (withdrawal, death, recognition as missing, recognition as incapacitated or partially capable, recognition as insolvent (bankrupt), opening of reorganization procedures by court decision, liquidation, foreclosure by a creditor on part of the property, exclusion, change in the status of one of the partners) , if the Memorandum of Association or the agreement of the participants provides for the possibility of the partnership continuing its activities;

At the request of one (several) of the comrades in court;

In other cases provided by law.

Changes to the Foundation Agreement become effective for third parties from the moment of their state registration.

Reorganization of a general partnership

A general partnership can be reorganized, like other legal entities, in the form of: merger, accession, division, separation, transformation.

A general partnership can be transformed into:

Partnership of faith.
Limited Liability Company.
Company with additional liability.
Joint-Stock Company.
Production cooperative.

Liquidation of a general partnership

Liquidation of a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons.

Liquidation of a legal entity can be:

Alternative;
Voluntary;
Forced.

If there is only one participant left in a general partnership, and he has not made a decision to transform the partnership into a business company, the partnership is liquidated.

Price list for registration actions of a general partnership

Please note that prices for services apply throughout the city of Moscow. In the Moscow region, prices increase by 50%. Registration prices in other regions are negotiated directly during a personal meeting.

There are (eg, complete, etc.) carrying out various activities. What is a general partnership and what are its features?

The essence of a general partnership

A general partnership is a type of business partnership in which all participants are full partners. They are responsible before the law for the activities of the partnership with property, and not just with a monetary contribution. All participants bear full responsibility by personal means if the state of affairs so requires.

A general partnership was originally a family type of business organization, because this form of doing business requires complete trust in colleagues in the enterprise.

Today, a general partnership can be organized by legal entities rather than individuals. The minimum number of participants is two people. A general partnership is not a common option for organizing a business in today's conditions.

Below is a description of a general partnership.

Characteristics and signs

General partners bear equal responsibility before the law. It doesn’t matter when the comrade joined the organization, immediately after opening, or after a while. Even if a comrade leaves the organization, his liability before the law regarding the activities of this organization remains for another two years.

A participant in a general partnership cannot engage in activities that compete with the general partnership in which he participates. This point is very clearly stated in the charters of such organizations, before a comrade is expelled from the organization.

Advantages and disadvantages

The advantages of this form of doing business are the following:

The ability to easily raise capital in a short period of time.
There is a high probability of attracting additional financial investments.
Positive assessment from creditors.

The disadvantages of such a business are also significant.

Full individual financial responsibility before the law for the activities of the partnership.

Read below about the features of the organization and governing bodies of a general partnership.

Control Features

A general partnership can be managed in several ways.

Any participant carries out activities on behalf of the partnership.
Joint management of the organization's affairs. Decisions are joint and made by all participants.
Management is carried out by one member, who is elected by the participants.

Constituent documents

The main document of a general partnership is the constituent agreement. It is signed by all members of the organization. It contains the following information.

Name and location of the partnership.
How is the partnership managed?
Information about the capital of the organization, about the shares of participants.
Responsibility of members of the partnership.

This video will tell you about the founding agreement of a general partnership:

Society members

All participants in a general partnership are its founders. They bear financial responsibility for the activities of the organization. When there are not enough funds to cover the enterprise's debts, creditors have the right to recover the personal property of the participants. Members of a general partnership are only legal entities.

Members of a general partnership have the following rights.

Receive income that is proportional to its share in the capital of the organization.
The opportunity to participate in the management of the partnership and receive information about its activities.
Receive back part of the property that remains after repaying the organization’s debts.

Participants also have responsibilities towards the partnership.

Expenses are also borne in proportion to the share of participants in the capital.
The participant must make at least half of his monetary contribution by the time the organization is registered. The remaining balance must be paid within the specified time frame.
Keep confidential information about the partnership confidential.
Do not make transactions on your own behalf that will compete with the company’s activities.

Read below about the sources of property of a general partnership and the size of its authorized capital.

NPA- Civil Code

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

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

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

Constituent documents- memorandum of association

Name- A general partnership must have a company name; the use of a company name in relations between the partnership and third parties clearly indicates that a particular transaction was made on behalf of the partnership, and not on behalf of an individual participant who participated 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 the property and management of the affairs of the general partnership. Each participant has 1 vote.

Capital-the minimum and maximum amounts of share capital are not limited.

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

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

2) “Anyukova and Aldonin, full partnership”

3) “Samirov and company, general partnership”

Limited partnership

NPA- Civil Code

Definition– Part 1 of Article 82. A limited partnership 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 carrying out business activities on behalf of the partnership and being 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 business name of a limited partnership includes the name of an investor, such investor becomes a general partner.

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

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

Termination of activities- “by decision of its founders (participants) or a body of a legal entity authorized by the constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created; by a court decision in the case of admitted when creating it, gross violations of the law, if these violations are irreparable, or carrying out activities without proper permission (license), or prohibited by law, or in violation of the Constitution of the Russian Federation, or with other repeated or gross violations of the law or other legal acts, or when systematic implementation by a non-profit organization, including a public or religious organization (association), charitable or other foundation, of activities contrary to its statutory goals, as well as in other cases provided for by this Code." Also, a limited partnership can be liquidated in accordance with Art. 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 joint activities to establish 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 bear joint liability for obligations related to its establishment and arose before its state registration.

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

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

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

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

officials of state authorities and public administration;

civil servants;

military personnel;

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

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

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

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

Charter of a limited liability company along with the information specified in paragraph 2 of article 52 of this Code, must contain information on the size of the authorized capital of the company, the composition and competence of its management bodies, the procedure for making decisions by them (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 on 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 committee (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 the company's 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 to the company is allowed in 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 incorporation 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.

The number of founders of an open society is not limited. 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 a municipal entity 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; on 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 way of 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"

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.

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 joint activities of the founders to create a partnership.

A written protocol on the adoption of a decision at the meeting of founders is drawn up. 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 evidence of equal legal force is required.

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 the participants of 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 to:

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, do not 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.

Composition of participants in a general partnership in principle must 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 of the remaining participants and if there are serious grounds 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 of the Russian Federation 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 general agreement, i.e. unanimously. This deviation in favor of the cooperative principle is caused by the special legal nature of partnerships, which presuppose an equal risk of liability for the partners, regardless of the size of the contribution made. Nevertheless, the law allows the participants of a general partnership to provide in the constituent agreement 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).

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

When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.

If the 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.

The peculiarities of conducting the affairs of a particular partnership are determined by its constituent agreement, familiarity with the provisions of which, as a 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 of a general partnership accordingly it is also relative. Of course, the partnership is liable to its creditors with the property assigned to it, but the resulting losses of the partnership are ultimately distributed proportionally among its participants. In addition, if the 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 the responsibility of a participant are designed to ensure the financial stability of the 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. Foreclosing on property corresponding to a participant's share in the joint capital of a general partnership terminates his participation in the partnership, but does not cancel his liability for the obligations of the partnership provided for for a 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 “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 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.