Partnership in faith is a rudiment in the Russian legal system. This form of organization ruins everything theoretical principles, for the sake of which legal entities were invented. Unfavorable living conditions, as well as the archaic nature of the structure, made this organizational and legal form extremely inconvenient. And even the most experienced lawyers very rarely meet with companies that have chosen this method of registering a legal entity.

What is a partnership

This is a form of economic company whose main goal is to make a profit. It can consist of at least two persons, who can only be individual entrepreneurs or legal entities.

Why two members? It's simple - you can't "partner" with yourself. Therefore, there must be at least two investors.

What is regulated

The main regulatory source regulating the issue of limited partnership is the Civil Code of the Russian Federation. There is a whole subparagraph dedicated to this form of legal entity (Articles 69-86). Dive deeper into regulatory framework, perhaps, is not necessary, because the likelihood that someone in their practice will meet such a company is extremely small.

The difference between a partnership of faith and a full one

A general partnership consists of persons who, on the basis of a concluded agreement, carry out activities on behalf of the partnership and bear the burden of its obligations.

In a limited partnership, in addition to general partners, there are also limited partners, who are also investors. These are persons who have made a monetary contribution to the activities of a legal entity and are liable for obligations only within the limits of this monetary amount.

Participants

Participants in a limited partnership may be:

citizens carrying out entrepreneurial activity;
legal entities;
Russian Federation and its constituent entities;
government and municipal institutions, but with the permission of the property owner. These are the state, subject of the federation or municipal district.

It is worth noting that state or municipal bodies, as well as certain categories of citizens in respect of whom the law would impose such a ban, cannot be members.

It is important to remember that one person can be a member of only one limited partnership.

Historical reference

A partnership is one of the first historically established forms of legal entities. Its roots go deep into Roman law.

The word “limited” comes from the Italian language and means “to give for safekeeping,” thus characterizing the essence of the contributions that partners make to the share capital.

This form of organization has become popular in the West and especially in the United States of America. This is explained by the fact that the Western world has a high corporate and business culture, and business contacts were established hundreds of years ago. Thanks to this fact, partners can completely trust each other without fear of losing not only capital, but also personal property. This is how limited partnerships appeared: capital was pooled, and business activity increased. In Russian realities this is entity took on a truly ugly form.

Rights

The rights of each investor in a limited partnership are established in Russian legislation. This is a closed list that can be expanded by the constituent agreement, but local documents cannot make it narrower.

What rights does a comrade in faith have:

receive profit from the activities of the organization in the manner established by the constituent agreement and in the amount of its share in the share capital;
require the formation of financial reports on the activities of a legal entity in the manner established by the constituent agreement;
withdraw from the partnership at the end of the financial year and receive the invested funds back;
transfer your contribution to another partner, since it is the founders who have the right to the initial purchase of a share in the share capital of a legal entity.

Additional rights of general partners, as well as investors of a limited partnership, must be established by the constituent agreement with the consent of each participant in the company.

Control

Limited partners cannot participate in the management of a legal entity. Their role ends with providing input and being able to receive reports on the organization's activities.

General partners can manage the limited partnership in the following forms:

it is initially presumed that each partner can carry out activities on behalf of the company, unless otherwise stated memorandum of association. At the same time, no one has the right to challenge a transaction with third parties, citing the fact that one of the partners was not authorized to complete it. An exception is the case when the transaction was completed, and the third party knowingly knew that the representative was not authorized to complete it;
the constituent agreement may provide for the option of sole management of the organization by one or a group of several partners;
comrades can decide to jointly manage the organization. In this case, the consent of each member of the organization will be required to complete the transaction.

In fact, this is not the limit. The memorandum of association allows you to think through any options for the management organization of a limited partnership. But do not forget: the law requires that general partners carry out activities on behalf of the company.

Responsibility

The weak point of this organizational and legal form is the full responsibility provided for by law for ordinary comrades.

They are jointly liable not only with their share in but also with their personal property. So bankruptcy can end with very sad consequences. The only pleasant side is that each participant in a partnership of this form is responsible in accordance with the percentage of his contribution to the total capital.

In a partnership of faith, the responsibility is different. After all, there are also limited partners who bear responsibility within the limits of their contribution and thus guarantee the safety of their personal property, but do not participate in management. This turns out to be a kind of payment made by the investor of the limited partnership for a guarantee of financial security.

Registration

Registration of business entities in the territory Russian Federation carried out by authorized tax authorities.

To register a limited partnership, you will need the following information:

name of the future company;
the main types of activities that the legal entity plans to engage in;
an extract from the Unified Register of Legal Entities or Individual Entrepreneurs for each of the future partners;
the exact address of the future organization (office, rented building, etc.);
information about the identity documents of the founders individuals, as well as their tax identification number.

When submitting documents, you will need to pay a state fee; today it is 4,000 rubles. Registration is carried out no later than 30 days in accordance with the general procedure.

Constituent documents

The only constituent document of a limited partnership is the memorandum of association. This fact is one of the important differences from other business companies, where such a document is the charter.

The constituent agreement reflects the following information:

The law sets certain requirements regarding this issue, but we will touch on this later;
location of the partnership;
information about the financial component of the share capital (its composition, indicating the shares of each investor and partner, the total amount of the resulting amount);
the procedure for individual participants to make their contributions;
possible liability of each of the participants or investors in a limited partnership for violation of their obligations to make contributions.

Changes to the constituent agreement can be made with the consent of all participants, provided that such a possibility is provided for in the initial version of the agreement.

The only advantage of the existence of this organizational and legal form is that there is no requirement for minimum size share capital. Participants in a limited partnership can form it from any amount. It is important to remember this when preparing the constituent documents.

The name of this form of legal entity is the funniest fact in the entire regulation of this issue. To avoid intrigue, you can find examples of partnerships of faith.

The Civil Code establishes that the name must consist of the surname of one of the participants (usually the most famous and significant is chosen) and the phrase “and company.” Or from the surnames of all participants and the phrase “full partnership/limited partnership.” That is, the company name is “Ivanov and Company” or “Ivanov. Petrov. Sidorov. Full Partnership”.

Marketers and enterprise naming specialists are crying out loud. The global rules stating that a company name should reflect as objectively as possible the activities that the company is engaged in, the work of the company name with society and other marketing things - all this was buried by the merciless Civil Code. And, of course, lawyers should not be concerned about such issues, but such an archaic attitude to the issue of naming is similar to anything but the modern market.

Second interesting fact concerns the possibility of a full partner leaving. The personal-trust nature of the relationship in this organizational and legal form of a legal entity implies that a personal change in the members of the partnership can occur only if such a possibility is provided for in the constituent agreement. Otherwise, if one of the general partners wants to end things and leave the organization, everyone else has no choice but to liquidate the company.

Scholars express the opinion that a limited partnership is essentially a continuing contract in which each partner is a party to the transaction. Accordingly, the desire of one of the members of the organization to leave is an expression of will to terminate this agreement unilaterally.

In general, whatever one may say, the form of business management is very inconvenient. Everywhere some difficult obstacles and obstacles await our comrades.

Scientific controversy

The expediency of the existence of such an organizational and legal form of legal entities is constantly being questioned.

Why is there a need for a legal entity that does not protect the individuals behind its establishment? This is a real mystery. An organization that destroys the main reason why this form of relationship appeared in the first place is either great stupidity or a desire for archaism.

The risk of losing all your personal property, the inability to carry out a high-quality marketing naming policy, the inability to be a friend in more than one company - these are all echoes of Soviet authoritarianism, when there was no real market even in the plans, and every step of a potential businessman was monitored, regulated and punished. Partnership on faith is an absurdity that does not fit into modern system civil law. At the same time, for some reason it has experienced reforms and reorganizations of the system of legal entities in the domestic civil law many times.

More detailed information Scientific disputes can be seen in the works of legal scholars, as well as in specialized sections of legal conferences.

What will happen next with this organizational and legal form? We can only guess. Will the legislator come to his senses and abandon them, along with other rudiments of domestic civil law? Considering the practice of reforming the industry, we can say with confidence that no. But limited partnerships will remain an exclusively nominal form, which is not needed by the business for which this section of the Civil Code of the Russian Federation was actually written.

Basic provisions on a limited partnership

A limited partnership is a partnership in which, along with participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (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 take part in the partnership’s business activities.

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).

A limited partnership is created for the purpose of making a profit and can engage in any activity not prohibited by law. At the same time, for certain types of activities it is necessary to obtain a special permit (license).

A limited partnership is one of the rare forms of doing business in Russia. This is due to the fact that when using this form of doing business, it is necessary to high level trust between participants. At the same time, in the West, the same or similar organizational and legal forms are more developed. Apparently, a longer period of market relations has taught us to take a more responsible approach to our responsibilities, our partners, and to trust them.

1.2 Management bodies of a limited partnership

The management of the limited partnership is carried out by the general partners. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each general partner has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

Each general partner, 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.

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.

In relations with third parties, the partnership does not have the right to refer to the provisions of the constituent agreement that limit 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 that the participant of the partnership did not have the right to act on behalf of the partnership

1.2 Liability of a limited partnership

The partnership is liable for its obligations with all its property. If the company's property is insufficient, the creditor has the right to make a claim against any general partner or all of them at once to fulfill the obligation. A general partner who is not its founder is liable on an equal basis with other general partners for obligations arising before his entry into the partnership.

A general partner who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

1.4 Rights and obligations of limited partnership participants

The rights and obligations of general partners within a limited partnership are regulated by the provisions of the law relating to participants in a general partnership, since there are no characteristic features, which would distinguish the statuses of certain participants. However, the law specifically regulates the legal position of the investor (limited partner) in a limited partnership. His main responsibility is to contribute to the partnership capital, which must be certified by a special certificate of participation.

Such a certificate is not a security in the civil legal sense and does not have properties similar, for example, to a share certificate issued to a shareholder in a joint-stock company. Its legal significance is not limited, however, only to certifying the status of a limited partner-investor, and can also serve as evidence of the existence and content of the contractual relationship that arose between him and the limited partnership in connection with the transfer (making) of the contribution. If the specified certificate reflects the content and size of the contribution and lists the conditions for the investor’s participation in the partnership, then drawing up a special agreement with the partnership for the investor becomes unnecessary. .
Investors have the right to obtain necessary business information about the affairs of the partnership by inspecting its records and balance sheets and, of course, have a duty not to disclose relevant confidential information about the affairs of the partnership. The founding agreement of a partnership drawn up by general partners may also provide for other rights of investors. .
In addition to the above, investors in a limited partnership in any case have three property rights related to their contribution to the property of the partnership. Firstly, this is the right to receive their share of the profits of the partnership. Although this right is is implemented in the manner prescribed by the constituent agreement, but within the meaning of the very structure of the limited partnership, this right of investors has an advantage over the similar right of general partners. In other words, if there is profit in a partnership that is subject to distribution among the participants, a portion must first be allocated for distribution among the investors. In this sense, their position is similar to the status of owners of preferred shares in a joint stock company. Secondly, the investor retains the opportunity to freely withdraw from the partnership with the receipt of his contribution. The timing and nature of payments or distributions on the deposit are determined by the founding agreement of the partnership. However, the investor can make such an exit only at the end of the financial year in order not to jeopardize the property interests of the partnership. Thirdly, the investor can transfer his share or part thereof either to another investor or to a third party. In this case, the consent of the partnership or general partners is not required, since the participation of the investor in the partnership is not based on personal trust relationships with other participants in the partnership and he himself is removed from direct participation in the affairs of the partnership. .
It is also important to emphasize that if the transfer of a share or part thereof by an investor is made not to other investors, but to third parties participating in the partnership, and in the form of a sale, then the other investors of the partnership have the right of first refusal to purchase this property. This right belongs to them in proportion to the size of their shares, unless otherwise established by the founding agreement of the partnership. This means that when alienating his share to a third party for compensation, the investor must first offer it on the same terms (at the same price) to other investors. If they refuse to purchase or do not notify the investor-seller within a month, he receives the right to sell this share to third parties. If this right of other investors is violated, they may demand judicial procedure transferring the rights and obligations of the buyer in proportion to the size of their shares or in another part provided for by the founding agreement of the partnership. However, when one investor in the partnership sells his share to another, of course, no right of first refusal arises from the other investors. .
It should also be noted that during the liquidation of a limited partnership, investors have a priority right over general partners to receive their contributions or their cash equivalent from the property of the partnership remaining after satisfying the claims of other creditors. In other words, in relation to their contributions, they are creditors of last priority in relation to the partnership. However, even if after the issuance of contributions to them during the liquidation of the limited partnership, the remainder of the property is retained, then the investors participate in its distribution on an equal basis with the general partners. Consequently, the specified balance must be divided not only between general partners, but also between investors in proportion to their shares in the entire joint capital of the partnership. A different procedure for division may be established either by the constituent agreement or by a special agreement of general partners and investors. In addition to all the above rights, the law allows for the possibility of establishing other rights of investors by the founding agreement of a limited partnership.
Responsibility of the participants of the partnership is based on faith. As already noted, a limited partnership consists of two groups of participants: general partners and limited partners (investors). Thus, the liability of general partners in a limited partnership is fully regulated by the provisions on participants in general partnerships. I have already described such liability in the chapter on general partnerships. The position of the second group of participants - investors, in this respect differs significantly from the position of general partners, since limited partners bear only the risk of losses - the loss of their contributions, and no personal liability for the debts of the limited partnership .

1.4 Constituent documents of a limited partnership

The constituent document of a limited partnership is the constituent agreement signed by all founders. The memorandum of association must contain the following information:

a) name of the partnership;

b) location of the partnership

c) information on the size and composition of the share capital

d) on the size, composition, timing and procedure for making contributions by participants

e) liability of participants for violation of the obligation to make deposits

f) on the total amount of deposits made by depositors.

In the memorandum of association, the founders undertake to create a legal entity and determine the procedure joint activities upon its creation, the conditions for transferring one’s property to it and participating in its activities. The agreement also determines the conditions and procedure for distribution between the participants in the event of there were also losses, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Formation authorized capital limited partnership

The authorized capital of a limited partnership is made up of contributions from general partners and investors and must be at least fifty times the monthly calculation index legally established in the Republic of Kazakhstan at the time the participants made contributions to the authorized capital.

The total size of investors' shares in the authorized capital cannot be more than 50 percent. At the same time, the constituent documents of a limited partnership may provide for the obligation of the investor to pay the deposits (part of the deposits) of the general partners. The size, procedure and terms of formation of the authorized capital of a limited partnership are determined by the constituent documents of the partnership.

1.6 Procedure for distribution of profits in a limited partnership

The profits and losses of a limited partnership 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.

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

Related information.

A partnership of faith is an association with a specific subject composition. This community is formed for profit. It can carry out any legal business activity. Some of its types require licensing. Next, let's look at what a partnership of faith is.

Characteristic

Members of such a partnership carry out business activities on behalf of their organization and have certain property obligations. Together with them, they include one or more investors - limited partners. They bear the risk of expenses associated with the activities of the community, up to the extent of their contributions. These limited partnership participants do not carry out business activities on behalf of the association.

Specifics

A person can join only one limited partnership. A general partnership has a different subject composition. This is the main feature by which the two specified associations differ. Thus, a full member of a community of faith cannot enter into a general partnership, as well as vice versa. The Civil Code serves as the main document on the basis of which the formation and conduct of the activities of the association is carried out. Before its adoption, a limited partnership was registered as an enterprise without the formation of a legal entity. Such communities could exist before July 1, 1995.

Trade name

It must contain the names of all members and the phrase “limited partnership,” or the name of at least one member plus those terms or the words “and company.” The corporate name of the association may include the name (name) of the investor. In this case, he becomes a full comrade.

Number of members

There must be more than two. Only commercial organizations and (or) individual entrepreneurs can act as full participants. They conduct commercial activities on behalf of the company. The maximum and minimum capital amounts are not specified. This is due to the nature of the obligations that a partnership of faith establishes. Members' liability concerns their personal property.

Controls

Regulation of the enterprise's activities is carried out by general partners. Situations may be envisaged when certain decisions are made by a majority vote. The memorandum of association of the limited partnership determines the voting procedure in such cases. Generally, unless otherwise provided by agreement, each member has only one vote. The limited partnership agreement provides for the opportunity for each member bearing property responsibilities, regardless of whether he has the authority to conduct the affairs of the association or not, to familiarize himself with the documentation of the community. Denial of this right or restrictions in its implementation, including by agreement of members of the company, are considered void.

Order of business

Each general partner has the opportunity to act on behalf of the enterprise. The agreement may also establish joint management of affairs or entrust this to specific members of the community. In the first case, when making any transaction, the consent of all other persons included in the association is required. If the authority to conduct business is granted to individual participants, the remaining members must have powers of attorney from them to carry out business activities on behalf of the partnership.

Relations with third parties

Within their framework, the partnership cannot refer to certain provisions included in the memorandum of association. In particular, we're talking about about those that limit the powers of company members. Exceptions will be considered cases where the association proves that third parties knew or should have known knowingly that this entity does not have the authority to act on behalf of the community.

Partnership of faith: characteristics of responsibilities

Community members must:

Contribute shares in the amounts, in the manner, on time and in the composition that are provided for by law and the statutory documents.
Participate in the company's activities in accordance with the terms of the agreement.
Refrain from making transactions in your own interests (or third parties) and on your own behalf, similar to those concluded by the enterprise, without the consent of its other members.
Do not disclose confidential information regarding the activities of the association.

Partners who are not full partners must contribute a share to the joint capital. This action is certified by the certificates it issues.

Opportunities of the parties

Full comrades can:

Rights of a limited partnership investor:

Receive part of the company's income, respectively, its share in the share capital.
Get acquainted with the annual report and balance sheet of the enterprise.
Transfer your share or part of it to another member of the company with a similar status or to a third party. In this case, his membership in the company ends.
Leave the partnership at the end of the financial year and receive your own contribution in the manner prescribed by the agreement.

Procedure for distribution of profits and costs

Expenses and income are distributed among the participants of the limited partnership in proportion to their shares in the capital. The agreement may also establish other conditions and procedures. No member may be excluded from sharing costs and profits. In some cases, the company may incur losses. If, as a result, the value of the community’s net assets decreases and becomes less than the share capital, then the profit received is not distributed among the participants during a certain period. This measure is in effect until the value of assets again exceeds the volume of capital stock.

Features of the performance of duties

Some general partners may be founders. If they are not such, then they are liable equally with other persons. At the same time, they are charged with obligations that arose before their entry into the company. The enterprise is liable with all its property. In some cases it may not be enough. In such situations, the creditor has the right to make demands on any full member or all at the same time for the fulfillment of obligations. Upon disposal, there is a certain period during which the person is considered encumbered. Thus, a full partner who has left the community is liable for obligations that arose before this event for two years from the date of approval of the report on the activities performed for the year in which he ceased membership.

Documentation

The main document is the constituent agreement. It is signed by all members of the association. The memorandum of association must contain the following information:

Community location.
Company name.
Information on the composition and size of the share capital.
About the total amount of shares contributed by investors.
Consequences for members of the association in case of violation of obligations.
On the procedure, timing, composition, and amount of deposits.

Under the terms of the agreement, the parties undertake to form a legal entity and establish the procedure in accordance with which their joint activities to create a company will be carried out. The agreement also defines the conditions for the parties to transfer their property to the partnership, the procedure for distributing costs and income, conducting business, and terminating membership.

Conversion order

The law establishes certain forms of enterprise that a limited partnership can take. Specifically, the union can be converted to:

Joint-Stock Company.
Full partnership.

The basis for the transformation is the agreement of the members. These actions are carried out in the manner prescribed by law.

Features of the enterprise

It should be noted that a limited partnership is one of the rarest forms of doing business in Russia. This is due to the fact that in order to create this type of enterprise and conduct commercial activities on the terms established in the agreement, there must be a very high degree of trust between all parties to this relationship. Here it must be said that such forms of doing business are much better developed abroad. There, partnerships of faith or similar forms of associations are more widespread. Apparently, in the West, due to the duration of market relations, the parties have learned to approach the performance of their duties more conscientiously and trust their partners.

Liquidation

In Art. 61, paragraph 2, lists the grounds on which the activities of the association are terminated. In particular, liquidation is possible by:

The decision of the participants or the authorized body. Liquidation may be due to the expiration of the period for which the limited partnership was created. And also by achieving the goal for which it was formed.
By court decision. Such liquidation is carried out if the enterprise commits a gross violation of the law, if it is of an irreparable nature, when carrying out activities without the necessary license and in other cases.

The termination of the existence of a partnership may also be associated with its bankruptcy.

Conclusion

Partnership on faith is the original Russian name for this form of doing business. In the history of the country, at one time such enterprises were quite common. However, over time, under the influence of various factors, this form of doing business faded into the background. A limited partnership is the international name for such communities. As mentioned above, such associations can be found quite often abroad. In fact, a limited partnership is considered a type of full partnership. In this form of enterprise, the turnover of capital of its various members is allowed.

In particular, this refers to the property of general partners and third parties. Regulation of activities is carried out in accordance with the law. In this case, for a limited partnership, the provisions for a general partnership are used. This procedure and conditions for managing the activities of such associations do not contradict the specific content of the rules. The only constituent document is the contract. The legislation contains imperative norms prescribing the mandatory creation of share capital. At the same time, in regulations regulating this issue, there are no requirements for its minimum size, as well as the ratio of shares for participants - investors and partners.

Creation of a legal entity or division Semenikhin Vitaly Viktorovich

Partnership of Faith

According to the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), a limited partnership is a commercial organization, one of the types of business partnerships. Limited partnership is one of the rare forms of doing business in the Russian Federation. This is mainly due to the fact that when using this form of doing business, a very high level of trust between participants is required. A limited partnership acquires civil rights and assumes civil responsibilities through its participants - general partners.

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participant-investors (limited partners) who bear the risk of losses, related to 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 (clause 1 of Article 82 of the Civil Code of the Russian Federation).

A partnership of faith has the following characteristics:

– is a legal entity and has all its inherent characteristics;

– is a commercial organization and its main goal is to make a profit (clause 1 of Article 50 of the Civil Code of the Russian Federation);

– is a contractual association (based on the constituent agreement);

– represents a pooling of capital (by making contributions to the pooled capital);

– created by several persons (at least one general partner and one limited partner);

– participants in relation to a general partnership have rights of obligations (paragraph 2 of paragraph 2 of Article 48 of the Civil Code of the Russian Federation);

– the share capital of the partnership is divided into shares (contributions) of participants (clause 1 of Article 66 of the Civil Code of the Russian Federation);

– includes general partners and investors (limited partners) (clause 1 of Article 82 of the Civil Code of the Russian Federation);

– general partners carry out entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership (clause 1 of Article 82 of the Civil Code of the Russian Federation);

– only commercial organizations and (or) individual entrepreneurs can be general partners (clause 4 of Article 66 of the Civil Code of the Russian Federation);

– management of the activities and conduct of affairs of the partnership is carried out by its general partners (clause 1 of Article 71 of the Civil Code of the Russian Federation, clause 1 of Article 72 of the Civil Code of the Russian Federation);

– investors (limited partners) do not take part in the partnership’s business activities and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them (clause 1 of Article 82 of the Civil Code of the Russian Federation);

– investors (limited partners) do not participate in the management and conduct of the affairs of the partnership.

The establishment of a limited partnership is carried out by decision of its founders. The decision to establish a partnership is made by a meeting of the founders of the company, at which they make a decision to establish a limited partnership, and also conclude a constituent agreement among themselves (paragraph 2 of paragraph 1 of Article 52 of the Civil Code of the Russian Federation).

The documents required when establishing a limited partnership are: the decision of the founders to establish a limited partnership and the founding agreement of the limited partnership. The decision of the founders to establish a partnership is formalized in the form of minutes of the meeting of founders (constituent meeting).

There are two types of participants in a limited partnership:

– full comrades;

– investors (limited partners).

The minimum number of participants in a limited partnership is at least two: one general partner and one investor.

General partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations (clause 4 of Article 66 of the Civil Code of the Russian Federation).

The restrictions on participation as a general partner in a limited partnership are as follows:

– a person can be a general partner in only one limited partnership;

– a participant in a general partnership cannot be a general partner in a limited partnership;

– a general partner in a limited partnership cannot be a participant in the general partnership.

Investors in limited partnerships can be citizens and legal entities (paragraph 2 of paragraph 4 of Article 66 of the Civil Code of the Russian Federation).

The restrictions on participation as an investor in a limited partnership are as follows:

– government bodies and local government bodies do not have the right to act as investors in limited partnerships, unless otherwise provided by law;

– institutions can be investors in partnerships with the permission of the owner, unless otherwise provided by law.

Minimum and maximum size share capital is not limited. This is due to the fact that general partners are liable for the obligations of the partnership with all their property.

Each general partner 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.

General partners have the right:

– participate in the management of the affairs of the partnership in the manner established by the Civil Code of the Russian Federation and the founding agreement of the partnership;

– receive information about the activities of the partnership and get acquainted with its accounting books and other documentation in the manner established by its constituent documents;

– take part in the distribution of profits;

– leave the partnership at any time, regardless of the consent of its other participants;

– to receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value.

The constituent agreement may also provide for other rights (additional rights) belonging to a member of the company.

General partners are obliged:

– participate in the activities of the partnership, in accordance with the terms of the constituent agreement;

– make contributions in the manner, amounts, methods and within the time limits provided for by the constituent documents;

– do not disclose confidential information about the activities of the partnership.

– refrain from making transactions in one’s own interests (or in the interests of third parties) and on one’s own behalf that are similar to those that constitute the subject of the partnership’s activities, without the consent of the other members of the partnership.

The foundation agreement may also provide for other obligations assigned to a participant in the partnership.

The constituent document of a limited partnership is the constituent agreement. The constituent agreement is signed by all general partners (clause 1 of Article 83 of the Civil Code of the Russian Federation).

The memorandum of association must contain the following information:

– name of the partnership;

– location of the partnership;

– information on the size and composition of the share capital;

– on the size, composition, timing and procedure for making contributions by participants;

– liability of participants for violation of the obligation to make deposits;

– on the total amount of deposits made by investors.

In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

A partnership of faith may, by decision general meeting participants transform into the following types of legal entities:

– general partnership;

– limited liability company;

– company with additional liability;

– Joint-Stock Company;

– production cooperative (clause 1 of Article 68 of the Civil Code of the Russian Federation).

Investors of a limited partnership (limited partners) 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 (clause 1 of Article 82 of the Civil Code of the Russian Federation).

The investor of the limited partnership is obliged to make a contribution to the share capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership. The contribution must be calculated in monetary terms, as provided for in paragraph 6 of Article 66 of the Civil Code of the Russian Federation.

An investor in a limited partnership has the right:

– receive part of the partnership’s profit due to its share in the share capital, in the manner prescribed by the constituent agreement;

– get acquainted with the annual reports and balance sheets of the partnership;

– at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the founding agreement;

– transfer your share in the share capital or part thereof to another investor or a third party;

The founding agreement of a limited partnership may also provide for other rights of the investor (clause 2 of Article 85 of the Civil Code of the Russian Federation).

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.

A limited partnership is liable for its obligations with all its property. If the company's property is insufficient, the creditor has the right to make a claim against any general partner or all of them at once to fulfill the obligation.

A general partner who is not its founder is liable on an equal basis with other general partners for obligations arising before his entry into the partnership.

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a commercial organization that is an association of individuals. in which some participants carry out entrepreneurial activities on behalf of the partnership and at the same time bear joint liability with their personal property for its debts if the partnership’s property is insufficient (full partners), while others only make contributions to the property of the partnership, without participating in its business activities and not answering for his debts with his personal property (investors, limited partners) (Articles 82-86 of the Civil Code of the Russian Federation).

The term "commandita" comes from the Italian commandare. corresponding to the Latin deponere - to entrust for safekeeping, to keep. Historically, this type of partnership arose as a way for a merchant (entrepreneur) to carry out transactions during maritime trade with the capital (property) of other persons specially entrusted to him for these purposes, and then was used to obtain entrepreneurial benefits by individuals. who were not professional businessmen (primarily nobles). K.t. makes it possible to combine property for entrepreneurial activity for both entrepreneurs (general partners) and non-entrepreneurs (investors), combining the properties of an association of persons (entrepreneurs) and an association of capital. Limited partners (investors) do not participate in the management of the partnership’s affairs and are forced to rely on their general partners and trust them. Hence the Russian name K.t. - partnership of faith. Since in K.t. The presence of general partners is mandatory; they are subject to the status of participants in a general partnership, and K.t. in general - the rules on general partnerships.

As full comrades in K.t. Only individual entrepreneurs or commercial organizations can act. and as investors - any subjects of civil law (with the exceptions provided for in paragraph 4 of Article 66 of the Civil Code of the Russian Federation). In K.t. there must be at least one full partner and one contributor. However, such a situation can only arise as a result of the withdrawal of other participants from it. K.t. cannot be created by one participant.

The founding document of K.t. is the constituent agreement signed by all general partners. Investors do not sign the constituent agreement and do not participate in the formation of its terms, and their relations with the partnership are formalized by agreements on making contributions. In the formation of share capital K.t. Both general partners and investors must participate. The law leaves the ratio of contributions between limited partners and general partners at the discretion of the latter.

K.t. liquidated for the same reasons. as a general partnership, as well as upon the departure of all investors from it. In the latter case, the remaining general partners, instead of liquidation, can convert it into a general partnership.

Sukhanov E.A.

Encyclopedia of Lawyer. 2005 .

See what a “LIMITED PARTNERSHIP” is in other dictionaries:

Limited partnership (limited partnership) is a commercial organization based on share capital, in which there are two categories of members: general partners and limited investors. General partners carry out entrepreneurial activities... Wikipedia

- (from the French commandite) a business 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... ... Economic dictionary

Limited partnership- see Limited partnership (limited partnership) ... Encyclopedia of Law

See Limited Partnership Dictionary of Business Terms. Akademik.ru. 2001 ... Dictionary of business terms

OR PARTNERSHIP ON FAITH is a commercial, credit or industrial partnership, the members of which are divided into two groups: a) leading the enterprise and being responsible for it with all their property, and b) not interfering in the conduct of the business, trusting it... ... Dictionary foreign words Russian language

limited partnership- limited partnership Such a business partnership, part of the participants - “general partners” - manages the business, and the other part - “command partners” do not participate in management, but are investors and receive dividends from their... ... Technical Translator's Guide

Limited partnership- Limited partnership (kommandit partnership, limited partnership) or limited partnership. Such a business partnership, part of the participants - “full partners” - manages the business, and the other part - “commands” - ... Economic and mathematical dictionary Big Encyclopedic Dictionary

LIMITED PARTNERSHIP- in accordance with Art. 81 of the Civil Code, 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 all their... ... Legal dictionary modern civil law