Course work

on commercial law on the topic:

Authorized (share) capital of a legal entity and features of its formation

Introduction

1. Authorized (share) capital as the basis for the activities of a legal entity

1.1 The concept of authorized (share) capital of a legal entity

1.2. Formative regulation of the formation of the authorized (share) capital of a legal entity

2. Formation of the authorized (share) capital of a legal entity

2.1 The procedure for forming the authorized (share) capital of a legal entity

2.2 Ways to form the authorized (share) capital of a legal entity

Conclusion

Bibliography

Introduction

The basis of the property independence of a commercial organization is the authorized capital (share capital, mutual fund, etc.), which determines the minimum amount of its funds and is the starting capital for development. They guarantee possible claims of creditors and determine the size of the participants' shares. What is common to commercial organizations (with the exception of unitary enterprises) is that they have the right of ownership to property, which is accounted for on an independent balance sheet. Participants (founders) are granted rights of obligations in relation to a commercial organization, and the volume of such rights of obligations is determined by the number and value of their shares (shares, stocks). As L. Rutman quite rightly notes, the equivalent of the loss of ownership of the contributed property is the emergence of obligatory relations connecting the founder with the newly emerged legal personality.

Russian law proceeds from the fact that authorized (share) capital is the main way to protect the rights of creditors. Article 90 of the Civil Code of the Russian Federation directly states: “The authorized capital determines the minimum amount of the company’s property that guarantees the interests of its creditors.”

In the Civil Code of the Russian Federation, the concept of “property” is considered as individual things or their aggregate (Article 301), or as things, money, securities or as property rights (Article 128).

We will not find a single concept of property in the legal literature. G.N. Savichev and E.A. Sukhanov emphasize: “Property in the strict sense of the word includes things and rights of claim belonging to a person, constituting an asset of his property, as well as debts (obligations) constituting a liability of property, thus, the concept of property covers the totality of things belonging to a person, rights of claim and responsibilities (debts)". Other authors also give their definitions of property: “the property of a legal entity is formed from the contributions of its founders and participants” - V.A. Rakhmilovich.

All this determines the relevance of the topic of the course work, the goal of which is a theoretical analysis of the features of the formation of the authorized (share) capital of a legal entity. Based on the set goal, the following tasks were formulated:

1. give the concept of authorized (share) capital of a legal entity;

2. analyze the regulatory framework for the formation of the authorized (share) capital of a legal entity;

3. consider the procedure for forming the authorized (share) capital of a legal entity;

4. determine ways to form the authorized (share) capital of a legal entity.

Consideration of these issues was given attention in the works of A.I. Kaminka, A.Yu. Bushev, E.A. Sukhanov, R.L. Naryshkin. and etc.

Object – social relations that develop in the process of forming the authorized (share) capital of a legal entity.

Subject – norms of civil legislation aimed at regulating specified relations.

1. Authorized (share) capital as the basis for the activities of a legal entity

1.1 The concept of authorized (share) capital of a legal entity

Authorized (share) capital is real capital. The authorized (share) capital is a functioning capital.

The authorized (share) capital is not delimited from the property; it is not a totality of property, but a part of it. The size of the authorized capital fixed in the charter never corresponds to the value of the real property of a commercial organization.

Authorized capital differs from actual property in that, firstly, its value is not only reflected on the balance sheet, but is also fixed in the constituent documents, and, secondly, it is formed exclusively from the funds of the participants.

Authorized capital funds are not distinguished from other funds in the correspondent account, they are not stored separately from funds received from other sources. Funds of the authorized capital are depersonalized as part of the property.

Of interest for the study is the analysis of the classical functions of the authorized capital, described, for example, by R.L. Naryshkina../AppData/Local/Temp/Rar$DI00.007/work/2007-2008/Formation of the authorized (share) capital of a commercial organization.rtf - sub_5#sub_5.

The first traditional function of the authorized (share) capital is to provide the material basis for the activities of a commercial organization when it arises. However, to accomplish this task, the creation of an authorized capital does not seem necessary, since the material basis for the activities of a commercial organization could be provided not necessarily through a contribution to the authorized capital, but, for example, through a loan (including from a participant). This function of the authorized capital is essentially economic. From a legal point of view, this function appears to be part of the next function - protecting the rights of creditors, which in this case takes the form of ensuring sufficient funds to protect the rights of creditors at the time of creation of the organization.

The second function of the authorized (share) capital is guarantee. It consists in the fact that when the authorized capital is reduced, the company is obliged to notify creditors, who have the right to demand termination or early fulfillment of obligations and compensation for associated losses. Also, laws usually require maintaining the size of the authorized (share) capital at a certain level, allowing the payment of dividends only in case of profit and subject to maintaining the size of the authorized capital.

The third function of the authorized capital can be defined as legal determining for participants (shareholders). Depending on the size (quantity) of the share (shares), the rights to manage the company and the amount of dividends received are different.

The Civil Code of the Russian Federation and the Federal Law “On Joint Stock Companies” establish a strict rule, according to which the value of the company’s net assets at the end of the second and each subsequent financial year must correspond to at least the amount of the declared (registered and paid) authorized capital. Otherwise, the company is obliged to declare and register a decrease in its authorized capital. If the value of net assets is less than the minimum amount of authorized capital, then the business company is subject to liquidation. It was assumed and implied that the introduction of such a requirement would serve as an additional guarantee for the company’s creditors.

It should be noted that no country has such a strict concept of authorized capital. The laws of most US states do not even specifically require corporations to have authorized capital. In many European countries, special measures are allowed only if the value of net assets is half the share capital. In this case, the issue of taking these measures is submitted to the general meeting, which decides whether the company should be liquidated or any other measures should be taken.

However, such a strict concept of authorized capital in Russian legislation could not fully protect the interests of creditors, for the following reasons:

Firstly, from an economic point of view, the authorized capital does not and should not perform the function of protecting the interests of creditors. Creditors of commercial organizations have the right to claim all their property.

Secondly, business companies are not interested in increasing the authorized capital, since if the company’s net assets are less than its authorized capital, a basis (not always economically justified) is created for the company’s creditors to demand early fulfillment of the company’s obligations to them. Moreover, the amount of such liabilities may many times exceed the existing deficit between the authorized capital and the amount of net assets.

Thus, the rigid concept of authorized capital does not fulfill the functions that were “entrusted” to it. It cannot fulfill them, which is confirmed by global trends in the development of corporate legislation built on prohibitory mechanisms. In other words, many formal prohibitions lose their meaning as ways to circumvent them are discovered in practice. A classic example from Anglo-American legislation is the withering away of the protective function of the authorized capital.

In this regard, in our opinion, it is inappropriate and pointless for the state to take measures aimed at further tightening the requirements for the authorized capital (for example, a significant increase in the minimum amount of the authorized capital of a joint-stock company).

The legal requirement under consideration complicates the situation of an enterprise that incurs losses for objective reasons in the short term.

In connection with the above, it seems advisable to introduce changes and additions to the legislation that soften the concept of authorized capital.

The beginning of the activity of an enterprise of such forms of ownership as OJSC, CJSC, LLC, provides for the creation of an authorized capital. These are all tangible and intangible assets that provide security guarantees for the shares of the co-founders. If start-up capital can be spent entirely for the purpose of implementing a business project, then the authorized capital remains unchanged for two years. We'll look at the details in the article.

What is authorized capital

Authorized capital is all the resources of an organization necessary for its successful launch. This includes cash, securities, property. The management company is formed from its own and investment funds. Resources involved from outside are provided with a guarantee of return from the authorized capital. In other words, the Criminal Code shows the initial value of the enterprise’s assets.

One or more people take part in the establishment of the authorized capital of an LLC. The co-founders make whatever contribution they can with material and intangible assets. The interest of LLC participants is to receive dividends throughout the entire activity of the enterprise in percentage terms, according to the value of the shares.

The authorized capital of an LLC is the minimum property value of the organization, equivalent to the nominal value of the shares of the co-founders. The management of the enterprise signs an agreement with each investor. Under the terms of the agreement, the management company acts as a guarantor covering all possible losses in the future.

Meaning and functions

The authorized capital is the initial financial component of the enterprise. The total amount of resources depends on the functionality of the organization. When registering a legal entity, the starting amount is fixed.

Authorized capital in the modern sense is divided into two categories:

1. Equity, acting as a guarantor to the founders of the business. Includes all enterprise resources.
2. Capital as an accounting and legal unit- These are funds and income received in the process of development of the organization. The movement of funds is reflected in accounting entries.

The value of the authorized capital lies in its functions:

1. Formative function. Based on Russian legislation, the minimum size of the capital company and its material basis are determined. The conditions for increasing or decreasing capital are negotiated. The starting function gives the initial impetus to the organization's activities and lays the material basis for the future.
2. Guarantee function. If the organization's activities turn out to be unprofitable, the management company will serve as a guarantor to ensure repayment of debt to creditors and investors.

The authorized capital is considered asset of the enterprise. In the event of an unexpected termination of activity or bankruptcy of the organization, all property is put up for sale in order to return the value of the shares to the co-founders.

Minimum authorized capital

Federal Law on the minimum size of the Criminal Code No. 14 FZ dated 02/08/1998, with amendments and additions for LLCs, came into force on 01/01/2017.

According to Federal Law No. 14, the smallest starting amount is 10,000 rubles. Moreover, it must be paid only in monetary terms. The remaining amount exceeding the minimum amount is formed from any resources.

For enterprises whose projected profits are quite high, an increased amount of the capital is established:

• 100 million rubles will be contributed by organizations whose activities are related to gambling: casinos, slot machines, bookmakers;
• 300 million rubles – starting amount for banks;
• 90–180 million rubles – licensed organizations providing loans to the population;
• 60–120 million rubles will be contributed by medical insurance companies;
• Alcohol producers will pay 80 million rubles.

The size of the capital company is primarily influenced by the type of activity. The LLC's constituent documents stipulate the minimum starting amount and the conditions under which its size is reduced or increased.

The size of the capital may be affected by legislation at the regional level. Local authorities have the right to establish restrictions under the Criminal Code on certain categories of products and services produced.

What influences the size of the authorized capital

During the operation of the enterprise, funds from the authorized capital are allowed to be spent on its own needs: purchasing equipment, raw materials, paying wages, paying for rent of premises. At the end of the second reporting year, the size of the capital stock should not be lower than the pledged initial cost.

The size of the starting amount and its changes significantly affect the change in the value of investors' shares.

During the operation of the enterprise, a voluntary reduction of the initial capital is possible. If the board of directors considers it appropriate to reduce the starting amount, then appropriate adjustments are made to the company’s Charter. For example, a listed industrial building is not used for its intended purpose. It is returned to the co-founder's ownership.

The percentage of depositors' shares will remain unchanged, and the monetary indicator will decrease in accordance with the decrease in the size of the authorized capital.

Let's look at an example:

An initial capital of 2,000,000 rubles was established. The LLC has three founders.

Sergeev’s share I.V. – 60% = 1,200,000 rubles.

Yakovlev S.K.’s share is 25% = 500,000 rubles.

E. S. Chernova’s share is 15% = 300,000 rubles.

By agreement of the parties, the size of the authorized capital is reduced to 1,200,000 rubles. Thus, the share participation of the co-founders will change only in monetary terms:

Sergeev I.V. – 60% = 720,000 rubles.

Yakovlev S.K. – 25% = 300,000 rubles.

Chernova E.S. – 15% = 180,000 rubles.

It is allowed to reduce the starting capital amount to its maximum value - 10,000 rubles. If its size is below the minimum level, the enterprise is subject to liquidation.

At a meeting of the co-founders, a decision may be made to increase the size of the charter capital, documented in an additional document to the organization’s Charter. The percentage of investors' shares will not change, but the amount of dividends will increase.

The increase in the value of shares is calculated by analogy with the example discussed above.

How is the authorized capital of an LLC formed?

At the stage of LLC formation, the Charter is drawn up, which stipulates the size of the capital. Both one and several co-founders take part in the creation of a company. It is clear that it makes no sense to start an activity with 10,000 rubles. In practice, the initial starting amount is much higher. Additionally, it is more profitable to open an individual entrepreneur or LLC.

Registration of an LLC requires the submission of constituent documents, which indicate the estimated value of the enterprise. A current account is opened. Within four months after the official registration of the company, the authorized amount is paid in full by the co-founders.

Methods of application:

• the amount of money in Russian rubles is sent to the LLC’s current account;
• money in the form of securities: shares, financial certificates, bills, checks, etc. are provided with an extract from the LLC register;
• real estate, equipment, transport, technical equipment, equivalent to a monetary unit;
• property rights, trademarks and more.

The addition of intangible assets provides for a preliminary assessment of value if the nominal amount of the property is above 20,000 rubles. An independent appraiser is appointed. When registering an LLC, the tax service is provided with a document on the ownership of the object, acting as a share of the management company, an act of transfer of property to the LLC and a report on its assessment.

Interesting moment! If one of the founders made a contribution to the management company, for example, in the form of bills, then they become the property of the LLC. If for some reason the company transfers the rights to the securities back to the investor, then for the latter it is taxable income. It turns out that the investor will pay income tax for his own bills.

Structure

The financial component of the starting amount of an LLC is divided into five elements:

1. , expressed in the initial cost of the organization's shares. The indicator characterizes the basis and property base that determines the further activities of the LLC.
2. Extra capital. It is formed due to changes in the value of the enterprise on the basis of revaluation, revaluation, gratuitous transfer to third parties, profit from the sale of securities. The difference between the initial cost of assets and the proceeds from their sale is taken into account.
3. Reserve capital- emergency reserve of the enterprise, formed from profit funds. Used to pay off losses and eliminate force majeure situations. The size of the capital account is at least 15% of the LLC's capital.
4. retained earnings- this is receiving excess profits. The indicator characterizes the financial stability of the enterprise. The NP is the key source of financing for the LLC. It can be directed to the authorized capital, current operations of the organization, and an increase in liquid assets.
5. Trust funds, raising funds from the retained or net profit of the LLC. Funds are allocated for technical equipment, equipment modernization, social development of the enterprise, research, and the purchase of raw materials to increase production. Social development involves maintaining a favorable atmosphere in the team.

Kinds

Depending on the organizational and legal form, the management company is divided into four types:

1. Share capital provided for in organizations that do not have a Charter. This includes general partnerships and limited partnerships. The financial component of the share capital is formed from the shares and contributions of the co-founders in monetary and property terms.
2. Authorized fund– these are all the intangible assets of an enterprise necessary for the implementation of the organization’s activities. UV is laid down in state and municipal enterprises.
3. Unit trust– used in cooperative organizations. Joint activity involves the pooling of share contributions of co-owners and funds earned in the process of doing business.
4. provided for in CJSC, OJSC, LLC. This is the starting financial component necessary to launch a new enterprise and ensure the safety of raised investment funds.

What is a share in the authorized capital of an LLC?

An LLC can be opened by one or more participants. In the first case, the capital is not divided. In the second, the starting amount is divided into percentage shares depending on the contribution of the co-founders.

Let's look at an example of calculating shares:

According to the LLC Charter, a capital amount of 1,300,000 rubles is required.

Khakimov M. Yu. contributed 900,000 rubles. His share = 70% (900,000*100/1,300,000);

Yurasova E.V. contributed 200,000 rubles. Her share = 15% (200,000*100/1,300,000);

Sergeev V.N. contributed 200,000 rubles. His share = 15% (200,000*100/1,300,000).

The total amount of shares is 100%, which corresponds to the starting amount of 1,300,000 rubles.

The controlling stake is held by M. Yu. Khakimov. It is he who will be able to have a greater influence on the course of development of the enterprise.

The maximum deposit amount may be subject to restrictions. A change in the ratio of shares also takes place. All nuances are specified in advance in the LLC Charter. If in the process of carrying out activities it becomes necessary to make additions regarding equity participation, the decision is made at the general meeting by voting.

At the time of registration of the LLC, the management submits to the tax office the Charter of the organization, which contains data on the number of co-founders and the size of shares of each participant. Over the next four months, each depositor is obliged to pay his share.

Accepted payment:

• Russian rubles;
• securities;
• property, technical equipment, transport, etc.;
• rights to property or any property.

If the share is not paid within the appointed time, it goes to the LLC. This part of the management capital is sold to another investor or distributed among the existing co-founders. Payment of the outstanding starting amount is made within one reporting year.

What is alienation of a share in the authorized capital

LLC participants have the right to dispose of shares at their own discretion - to sell to community investors or third parties, that is, to produce alienation. The opinions of other co-founders are not taken into account unless otherwise specified in the constituent documents.

The transaction is carried out by way of succession. The primary right to purchase the alienated share belongs to other LLC participants, and then to third parties. If the organization’s charter contains a ban on the sale of shares outside the LLC, then the transaction is concluded in favor of the company.

All alienation agreements are notarized. In a short video, Alexander Trifonov talks about the procedure for concluding a transaction to sell a share to third parties:

When organizing an LLC, you should not focus on the minimum size of the capital. The higher the starting amount initially pledged, the more confidence the organization will receive from investors. The new enterprise will receive a sufficient number of assets for the purpose of a successful launch. A small amount of authorized capital requires small investments. But here it becomes difficult to find investors and lenders.

Get a lawyer's answer in 5 minutes

The existence of any business company at first is carried out through contributions from its founders. In joint-stock companies and LLCs, these contributions form the authorized capital. Share capital is the authorized capital of partnerships. Read on for more details on how it is formed, registered and taken into account.

Definition

A business partnership is a commercial organization with capital divided into parts. Participants' contributions form the organization's property. Let's consider existing types of organizations.

General partnership

The participants of this organization, under a concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership. They are liable for obligations to the extent of the property they own. This category includes individual entrepreneurs and commercial organizations. All property of such partnerships belongs to the society.

A minimum of two people can participate in one partnership. One person can only belong to one society. All participants sign the memorandum of association and pay the contribution. Management is carried out jointly. Each person acts on his behalf, unless otherwise stated in the contract.

When conducting business together, any transaction requires a unanimous decision of all participants. If one or more people are conducting business, then the remaining members must receive a power of attorney to conduct business. Net income/losses are distributed among participants in the same ratio as shares in capital. All participants bear joint liability for obligations in the capital.

Limited partnership

A limited partnership differs from the previous one in that, in addition to general partners, it also includes investors. The latter bear risks within the limits of the amounts contributed and do not take part in the management of business activities. Investors can be individual entrepreneurs, commercial organizations, citizens and legal entities. State bodies cannot become investors in a limited partnership.

The partnership operates on the basis of a constituent agreement. Investors cannot act on behalf of the company even on the basis of a power of attorney. But they have the right:

• receive part of the profit in the same proportion as the share in capital;
• read the annual report and balance sheet.

A limited partnership can be liquidated after the departure of all participants. General partnerships may not be liquidated, but converted into limited partnerships.

Legislation

Authorized (share) capital is the registered deposits of the company's participants. The procedure for its formation is prescribed in the norms of the Civil Code. Some standards are detailed in the Federal Law “On LLC”.

Types of capital

In business companies, the authorized capital determines the size of net assets. It is a kind of guarantee of the return of funds to creditors. Therefore, the minimum amount of capital is prescribed at the legislative level - 100 or 1000 minimum wages.

No authorized capital is formed.

Share capital is the authorized capital of partnerships. We will present the process of its formation in more detail below.

Cooperatives are formed. Its members must make a 10% contribution by the time the organization is registered. The balance is repaid within one year. When creating a cooperative, the contribution is assessed by agreement of all members, and when a new participant joins, it is assigned by the board.

In state and municipal enterprises, the organization's stock capital is formed. Its size is determined by the owners. Participants are given three months from the date of registration to deposit all funds. The date of debt repayment is considered to be the day the funds are transferred to a bank account or the property is transferred under the right of ownership. The authorized (share) capital of an organization cannot be divided into shares. Its minimum size for state enterprises is 5,000 minimum wages, and for municipal enterprises - 1,000 minimum wages.

Distribution of shares

The share capital is divided into shares of participants, but this does not lead to the same division of property. The owner of all property is the organization. The exception is cases when the right to use property is transferred as a contribution. Then the ownership rights remain with the founder.

The volume of capital is expressed in the monetary value of all deposits. The share of one founder is calculated as the ratio of his contribution to the total capital. It is expressed as a percentage or as a fraction. The amount of income, liquidation quota and the scope of rights of one participant are calculated in a similar ratio.

Capital Formation

The share capital of a general partnership is formed according to the principle of subsidiary liability. That is, the organization is liable with all its property to creditors. These funds cannot be used as a guarantee for the payment of obligations.

The amount of share capital is prescribed in the constituent documents. Participation in its formation is the responsibility of the founders (Article 73 of the Civil Code of the Russian Federation). At the time of registration of the company, each member must make at least 50% of his contribution. The repayment terms of the remaining part are prescribed in the charter. In case of violation, the founder must pay 10% of the debt amount and compensate for the losses caused.

Where to begin?

In order to form the share capital of a partnership, before registering the organization, you need to open a bank account and deposit the minimum required amount. An account is opened on the basis of an application, copies of constituent documents certified by a notary, and a decision of the founders to create a company. This temporary account will only reflect transactions involving the transfer of funds to capital.

Formation of shares

The capital of any company can be formed not only from money, but also from securities, property, and other rights that have a monetary value. Federal laws and charters specify specific types of property that cannot be used as contributions.

If the fund is formed from non-monetary assets, then the founder must indicate specific property, confirm that it is not part of any other organization, is not mortgaged, or is not under arrest. You also need to provide a monetary value of the transferred asset. If required, an independent examination can be ordered for these purposes. In some cases it is required by law. In particular, if the founder’s contribution to the LLC, paid for with property, exceeds 200 minimum wages. For this, the bar is set higher - 250 minimum wages.

Property contribution

Shared capital can be formed at the expense of individually defined things. In this case, the founder is obliged to list their names, indicate the quantity, special characteristics (model, brand, manufacturer, etc.). For deposits in the form of things, the size, volume, weight, etc. are additionally indicated. For securities, the name of the holder, denomination, issuer, quantity, year of issue and monetary value are recorded. If we are talking about property rights, then their type, grounds for occurrence, characteristics, and period of transfer should be indicated. Their value is stated in the form of a monetary value. Therefore, an object of intellectual property or “know-how” cannot be transferred as a contribution to the share capital. But the founder can transfer the right to use such an asset along with a registered license agreement. All this information, as well as the procedure and deadline for making contributions, is prescribed in the constituent documents. The fact that an asset is credited to the balance sheet is confirmed by a certificate signed by the chief accountant or manager.

Balance

In the balance sheet, the share capital is reflected on line 1310. The formation of the authorized capital is carried out using account 80 in the postings. The registered amount of contributions and the actual debt of the participants will be cut off separately. Let's look at typical wiring:

DT75 KT80 - capital formation.

DT10 (50, 41, 55, etc.) KT75 - receipt of contributions in the form of cash and property.

Analytics is carried out by founders, types of securities and stages of their issue.

In partnerships, account 80 is used to reflect information about the shares of each participant and is called “Partners’ Contributions.” The receipt of contributions is generated by posting DT51 KT80. Upon completion of the cooperation agreement, the property is returned to the members of the organization. This operation is recorded in the balance sheet by entry DT80 KT51.

This is the property of a general partnership, formed “by pooling”. General partners, having decided that for some reason it is beneficial for each of them to act in the market on behalf of the general partnership, agree among themselves that it would be nice for them to “join together” in order to create the name they all need. The share of a general partner in the property of a general partnership is, in fact, his share in the joint capital of the partnership.
Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital of this partnership, unless otherwise provided by the constituent documents or other agreements between general partners. This approach distinguishes a general partnership from a production cooperative, which uses different principles for the distribution of profits and losses, but brings it closer to a limited liability company, which uses a “share” approach to the distribution of financial results, albeit less stringent.
Participants in a general partnership are required to participate in its activities, however, in contrast to a production cooperative, this participation does not necessarily have to be labor. Management in a general partnership must be carried out, as in a production cooperative, by general agreement of all its participants or as a result of voting, however, the tools for achieving such agreement are determined by the participants of the general partnership themselves. Three instruments can be distinguished with the help of which a general partnership manages its activities on the basis of consent.
For example, such a tool could be joint management of partnership affairs. This instrument of intra-company management to the greatest extent reflects the collective nature of the organizational and legal form of entrepreneurship under consideration. The joint conduct by general partners of the business activities of a general partnership on the basis of common property - share capital - is an obvious sign of collective entrepreneurship. When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.
Another instrument of intra-company management in a general partnership is the conduct of general affairs of the partnership by one of the general partners (or some of them) on behalf of other general partners. Such delegation of authority indicates the high degree of trust with which the participants of the general partnership relate to one of them. If the management of the affairs of a general partnership is entrusted by its participants to one of them (or some of them), the remaining general partners, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) of the general partnership who is entrusted with the management of the general affairs of the partnership.
And finally, the third instrument of intra-company management in a general partnership is the principles of reasonableness and good faith, on the basis of which general partners undertake to act, refusing to jointly manage the general affairs of the partnership and issuing instructions to conduct the general affairs of the partnership to one of the general partners. In these cases, general partners independently purchase raw materials, produce products, sell them and manage financial flows, and the name of the general partnership remains, which actually becomes the object of acquisition by the general partners, similar to the object of a commercial concession or franchising agreement. At the same time, in contrast to these types of transactions, participants in a general partnership do not have the right, without the consent of the remaining general partners, to carry out transactions on their own behalf and in their own interests or in the interests of third parties that are similar to those that form the subject of the activities of their partnership.
If this rule is violated, the general partnership has the right, at its discretion, to demand from such participant compensation for losses caused to the partnership, or the transfer to this partnership of all benefits acquired through such transactions. Moreover, the participants of 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 of his duties by this participant or his revealed inability to conduct business wisely .
A participant in a general partnership has the right to independently withdraw from it, having previously (at least six months before withdrawal) declared this. A participant in a general partnership also has the right, with the consent of the other participants, to transfer his share or part thereof in the share capital to another participant or a third party.
The specifics of the target objectives that arise when establishing a general partnership determine the specifics of its constituent documents. In contrast
production cooperatives operating on the basis of a charter without a constituent agreement between its members, general partnerships operate solely on the basis of a constituent agreement and without a charter. All necessary descriptions and characteristics of the types and methods of carrying out business activities, as well as - and this is most important - all necessary agreements between general partners must be clearly and unambiguously reflected in the memorandum of association. The most important information contained in the memorandum of association of a general partnership is the terms
on the size and composition of the share capital of the general partnership;
on the size and procedure for changing the shares of each of the participants in the general partnership in the joint capital of the partnership;
on the amount, composition, terms and procedure for general partners to make their contributions to the share capital of the general partnership;
on the liability of general partners for violation of obligations to make contributions to the joint capital of the partnership.
A general partnership must have a business name containing
or the names (names) of all its participants and 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”.
General partners who have affixed their signatures to the founding agreement of a general partnership are not only its participants, but also its founders. By the time of registration of a general partnership, each of its founders is obliged to contribute at least half of its contribution (50%) to the joint capital of the partnership, while the rest is contributed within the time limits established by the founding agreement.
Participants in a general partnership who are not its founders are liable on an equal basis with other participants for obligations arising before their entry into the general partnership. In this case, the participant who left the general partnership is liable for the obligations of this partnership that arose before the moment of his retirement, on an equal basis with the remaining participants for two years from the date of approval of the report on the activities of the said partnership for the year in which he left the partnership. Such a strict form of fulfillment of obligations was provided, we recall, only for associations of legal entities.
The key difference between a general partnership and a production cooperative is the way its participants fulfill subsidiary liability for the obligations of their business firm. The law provides that participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of this partnership. Meanwhile, compliance with the principle of solidarity in the fulfillment of obligations, which is so important in collective entrepreneurship, is not, by law, a mandatory condition for the activities of a production cooperative - the need for its application is determined by other circumstances (the mandatory personal labor of a member of a production cooperative, the presence of indivisible funds of the cooperative, etc.) .
In addition, the general partner’s share in the share capital of the general partnership may be subject to foreclosure for other debts of the named general partner, which entails the termination of his participation in the partnership (remember that no penalties can be applied to the share of a member of a production cooperative included in into the indivisible funds of this cooperative). Thus, the rules of law applied in relation to the regulation of the activities of a general partnership are more stringent in the issue under consideration.
This rigidity actually aims to make a general partnership a more attractive form of business entity in the eyes of possible counterparties. A general partnership, according to the plan, should not cause concern among transaction partners and experience difficulties in obtaining a bank or other loan, since the fulfillment of the requirements of the creditors of the general partnership is guaranteed not only by the joint capital of the partnership, but also by the personal property of the general partners. The basis of trust in a general partnership is the size of the property risk taken personally by all its participants and indicating the seriousness of their entrepreneurial intentions.
And finally, in accordance with the articles of the Civil Code of the Russian Federation, legal entities and individuals can be participants in only one full partnership, while the participation of members of a production cooperative in other cooperatives is not limited in any way.

The Civil Code of the Russian Federation provides for a special type of initial property for each organizational and legal form. For partnerships - share capital; for companies - statutory; for cooperatives - a mutual fund. Share capital is not clearly defined in current legislation. The status of share capital is very similar to the status of authorized capital in companies. The difference lies in the responsibility of the participants for the obligations of the enterprise. Since general partners in general and limited partnerships bear the risk of losses with their property in full, the legislation does not impose special requirements on share capital. Even its minimum size has not been determined, which is justified, since the share capital is not the only property at the expense of which debts on the obligations of the partnership will be repaid.
The authorized capital of LLC and JSC consists of the nominal value of shares (shares) of its participants (shareholders). The size of the company's authorized capital must be no less than a hundred times the minimum wage (for an OJSC - no less than a thousand times the minimum wage) established by Federal Law on the date of submission of documents for state registration of the company. Typically, the founders of an enterprise choose the minimum amount of authorized capital, which, firstly, reduces the amount of their costs for contributions to the authorized capital; secondly, it simplifies the assessment of non-property contributions (the assessment by the company's participants is sufficient). The size of the authorized capital and the nominal value of its shares are determined in rubles. The authorized capital determines the minimum amount of property that guarantees the interests of creditors. A contribution to the authorized capital of a company can be money, securities, other things, property or other rights that have a monetary value. The monetary value of non-monetary contributions to the authorized capital of the company made by its participants and accepted into the company by third parties is approved by a decision of the general meeting of participants (shareholders) of the company, adopted by all participants (shareholders) of the company unanimously. If the nominal value (increase in nominal value) of an LLC participant's share in the authorized capital of the company, paid for by a non-monetary contribution, is more than two hundred minimum wages established by federal law on the date of submission of documents for state registration of the company or corresponding changes in the company's charter, such contribution must be assessed an independent appraiser. The nominal value (increase in the nominal value) of the share of a company participant, paid for by such a non-monetary contribution, cannot exceed the amount of the assessment of the specified contribution, determined by an independent appraiser.
If non-monetary contributions are made to the authorized capital of the company, the participants of the company and the independent appraiser, within three years from the date of state registration of the company or corresponding changes in the charter of the company, jointly and severally bear, if the company’s property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of non-monetary contributions. For a joint-stock company, the monetary valuation of property contributed in payment for shares when establishing a company is made by agreement between the founders.
When paying for additional shares in non-cash, the monetary valuation of the property contributed to pay for the shares is made by the board of directors (supervisory board) of the company. When paying for shares in kind, an independent appraiser must be involved to determine the market value of such property, unless otherwise provided by federal law. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) of the company cannot be higher than the value of the valuation made by an independent appraiser.
Based on the norms of the current federal legislation, the assessment of non-monetary contributions by the founders is carried out by indicating it in the decision to create an enterprise. Each founder of the company must make a full contribution to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. It is not permitted to relieve the founder of a company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.