Commandit partnership: This is a collective association of individuals and legal entities, useful information. Commandit partnership and its distinctive features

A partnership on faith is a rudiment in the Russian legal system. This form of organization ruins all theoretical principles for which legal entities were invented. Disadvantageous conditions of existence, as well as the archaic structure of the structure made this organizational and legal form of extremely uncomfortable. And even the most experienced lawyers are very rarely found with companies that have chosen such a way of registering a legal entity.

What is a partnership

This is a form of an economic society, the main objective which is to extract profits. It can consist of a minimum of two persons who can only be individual entrepreneurs or legal entities.

Why two members? Everything is simple - "Comrade" with yourself can not. Therefore, depositors should be at least two.

What is regulated

The main regulatory source regulating the question of the partnership on faith is the Civil Code of the Russian Federation. This form of a legal entity is devoted to a whole subparagraph (Articles 69-86). Dive in more detail in regulatory basePerhaps it is not necessary, because the likelihood that someone in his practice will meet such a company, extremely small.

The difference between the partnership on faith from full

The full partnership consists of persons who, on the basis of the concluded agreement, carry out activities on behalf of the partnership and carry the burden on its obligations.

In the partnership on faith, in addition to full comrades, there are also comrades, they are depositors. These are persons who have made their own monetary contribution to the activities of a legal entity and are responsible for obligations only within the amount of this sum.

Participants

Participants in the partnership on faith can be:

citizens exercising business activities;
legal entities;
Russian Federation and its subjects;
state and municipal institutions, but with the permission of the owner of the property. Such are the state, the subject of the federation or the municipal district.

It is worth noting that the members of the state or municipal authorities, as well as certain categories of citizens, in respect of which the law will impose such a ban.

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

Historical reference

A partnership is one of the first historically established forms. legal entities. Roots it goes deep into Roman law.

The word "comdant" comes from the Italian language and means "giving storage", thus describing the essence of contributions that are made to the share capital of comrades on faith.

Such a form of organization has become popular in the West and especially in the United States of America. It is explained by the fact that the Western world is characterized by a high corporate and business culture, and business contacts have been established not one hundred years ago. Thanks to this fact, partners can fully trust each other without fear of losing not only capital, but also personal property. So the partnerships appeared on faith: capital were united, and business activity increased. In Russian realities, this legal entity gained truly ugly shape.

Rights

Rights in the partnership at the faith of each depositor are established in Russian legislation. This is a closed list that can be expanded by the constituent contract, but cannot make it more narrow local documents.

What rights is comrade on faith:

make a profit from the organization's activities in the manner prescribed by the Constituent Agreement and in the sizes of its share in the share capital;
require the formation of financial reports on the activities of a legal entity in the manner prescribed by the Constituent Agreement;
get out of the partnership at the end of the fiscal year and get invested funds back;
to convey your contribution to another comrade, as the founders have the right to the primary purchase of a share in the share capital of a legal entity.

Additional rights of complete comrades, as well as contributors of the partnership to faith, must be established by the constituent contract with the consent of each company's participant.

Control

Commandite comrades cannot participate in managing a legal entity. Their role ends on making their contribution and the possibility of obtaining reports on the activities of the organization.

Full comrades can manage partnership on faith in the following forms:

initially, it is designed that every comrade can carry out activities on behalf of the company, if the confirmation does not establish a constituent agreement. At the same time, no one has the right to challenge a deal with third parties, referring to the fact that one of the comrades was not authorized to be performed. An exception is the case when the transaction was committed, and the third party knows that the representative was not authorized on its commit;
the constituent contract may provide for the sole organization of the organization by one or group of several comrades;
comrades may decide to jointly manage the organization. In this case, the consent of each member of the organization will need to make a transaction.

In fact, this is not the limit. The constituent agreement allows you to consider any options for the management organization of the partnership at faith. But do not forget: the law requires that the full comrades acting on behalf of the company.

A responsibility

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

They solidarily answer not only their shares in but also with personal property. So bankruptcy can end up very sad consequences. The pleasant side is only the fact that each participant of the partnership of this form is responsible in accordance with the percentage of its contribution to the capital to the general.

In the partnership, the liability is different. After all, there are also commercial participants who are responsible within their contribution and thus guarantee the safety of their personal property, but do not participate in management. The peculiar fee of the contributor to the partnership is coming to faith for a guarantee of financial security.

check in

Registration economic societies in the territory Russian Federation Exercise authorized tax authorities.

To register the partnership, the following data will be needed:

name of the future company;
the main activities that the legal entity plans to do;
extract from a single register of legal entities or individual entrepreneurs for each of the future comrades;
the exact address of the future organization (office, rented building and so on);
data on documents certifying the identity of the founders individuals, as well as their taxpayer identification number.

When submitting documents, you will need to pay the state duty, today it is 4,000 rubles. Registration is carried out on time no later than 30 days in general.

Constituent documents

The only constituent document of the partnership on faith is a memorandum. This fact is one of the important differences from other economic societies, where such a document is the Charter.

The constituent contract reflects the following information:

The law establishes certain requirements regarding this issue, but we will touch this later;
location of the partnership;
information on the financial component of the share capital (its composition, indicating the shares of each depositor and comrade, total the result);
the procedure for making individual participants of their contributions;
the possible responsibility of each of the participants or the contributor to the partnership for the faith for violation of the responsibilities for making contributions.

Changes in the Constituent Agreement may be made with the consent of all participants, provided that such an opportunity is provided for by the primary editorial board.

The only plus of the existence of this organizational and legal form - no requirement for minimal size share capital. Participants of the partnership on faith can form it from any amount. It is important to remember when preparing constituent documents.

The name of this form of a legal entity is the most funny fact In the whole regulatory regulation of this issue. To avoid intrigue, you can find examples of the partnership on faith.

The Civil Code establishes that the name should consist of a surname of one of the participants (as a rule, choose the most famous and meaningful) and phrases "and the company". Either from the names of all participants and phrase "full partnership / partnership on faith." That is, the proprietary name is "Ivanov and the company" or "Ivanov. Petrov. Sidorov. Full partnership."

Marketers and neminent specialists are sobbed by a loud voice. Worldwide Rules, which should be branded to reflect the company as possible to reflect the company, the company's name with society and other marketing pieces - all this buried the merciless civil code. And, of course, lawyers should not worry such moments, but such an archaic attitude towards the issue of names is similar to anything, not only on the modern market.

Second interesting fact It concerns the possibility of a complete comrade. The personally confidential nature of the relationship in this legal form of a legal entity implies that personal change in members of the partnership can occur only if such an opportunity is provided for in the constituent contract. Otherwise, if you wish one of the full comrades, finish the case and leave the organization to all the rest, nothing remains, except to eliminate the company.

Scientists express the opinion that the partnership in faith is essentially the basis of the contract in which each comrade is a deal of transaction. Accordingly, the desire of one of the members of the Organization is to come out by the willing to terminate this contract unilaterally.

In general, no matter how cool, and the management form is very uncomfortable. Everywhere comrades are waiting for some complex obstacles and obstacles.

Scientific disputes

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

Why do you need a legal entity that does not protect individuals facing his institution? This is a real mystery. The organization destroying the main reason why such a form of relationships at all appeared is either a big stupidity, or the desire for archaic.

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

More detailed information On scientific disputes can be seen in the works of law scientists, as well as on the profile sections of legal conferences.

What will happen next with this organizational and legal form? It remains only to guess. Does the legislator catch and refuse them, along with other rudiments of domestic civil law? Given the practice of reformation of the industry, you can say with confidence that there is no. And the partnerships in faith will remain an exceptionally nominal form that does not need a business for which, in fact, this section is written this section of the Civil Code of the Russian Federation.

Article 81. Basic provisions on a comdant partnership

1. The comdients of the partnership recognizes the partnership in which, along with participants who, on behalf of the partnership, entrepreneurial activities and responsible for the obligations of the partnership with all their property (full comrades), there are one or more participants (depositors, commands) that carry the risk of losses related to The activities of the partnership, within the amount of deposits made by them and do not participate in the exercise of entrepreneurial partnership.

2. The position of the full comrades involved in the comdant partnership, and their responsibility for the obligations of the partnership are determined by the legislation on the participants of the full partnership.

3. A person can be a complete companion only in one comdant partnership.

The participant of the full partnership cannot be a complete companion in the comdant partnership.

A full comrade in the comdant partnership cannot be a participant in the full partnership.

Article 82. Constituent agreement of the Commandit Partnership

1. The comdant partnership is created and operates on the basis of the Constituent Treaty. The constituent agreement is signed by all full comrades.

2. The constituent agreement of the comdant partnership should contain in addition to the information specified in paragraph 2 of Article 48 of this Code, the conditions for the amount and composition of the Chamber of Communications Fund; about the amount and procedure for changing the shares of each of the full companions in the authorized capital; about the amount, composition, timing and order of deposits, their responsibility for violating responsibilities for making contributions; On the aggregate amount of deposit depositors.

Article 83. Management in the comdant partnership and its work

1. The management of the activities of the comdant partnership is carried out by full comrades. The procedure for managing and conducting such a partnership with full comrades is established by them in accordance with the legislation on the full partnership.

2. Depositors are not entitled to participate in the management of the commercial partnership. They can speak from his behalf not otherwise as a power of attorney. They are not entitled to challenge the actions of full comrades for managing and conducting partnership.

Article 84. Rights and obligations of the depositor of the Commandit Partnership

1. The depositor of the commercial partnership is obliged to contribute to the charter capital. The contribution of the contribution is certified by the certificate of participation issued by the contributor to the partnership.

2. The depositor of the comdant partnership has the right:

1) getting part of the profit of the partnership due to its share in the authorized capital, in the manner prescribed by the Constituent Treaty;

2) get acquainted with the annual reports and balances of the partnership;

3) at the end of the fiscal year, get out of the partnership and get their contribution in the manner provided for by the Constituent Agreement;

4) Transfer their share in the authorized capital or part of another to another depositor or a third party. Depositors are advantageous to third parties to the right of buying a share (its part) in relation to the conditions and order provided for in paragraph 2 of Article 92 of this Code. Transferring the entire share to another contributor to the contributor to the partnership.

Article 85. Liquidation of the Commandit Partnership

1. The comdant partnership is eliminated when departing all the contributors participating in it. However, full comrades have the right instead of liquidation to transform a commercial partnership to a full partnership, as well as a unitary enterprise in cases where one participant remained as partnership.

The comdant partnership is also eliminated on the basis of the elimination of the full partnership (Article 80). However, the comdant partnership is preserved if at least one full comrade and one depositor remain in it.

Commandite partnership, or partnership on faith - the Union of several persons who have contributed to the Foundation. The partnership is formed due to the merger of capital of 2 or more persons with the registration of a legal entity.

Features

The main distinguishing feature of such an organizational and legal form is that:

there are always complete comrades in society, the responsibility of which is limited not only to the amount of deposits, they carry it within their personal property;
be sure to have forensicists, that is, the depositors whose responsibility is limited to the amount of the contribution to the partnership.

As a result, it turns out that the management of society is completely given to complimentary, that is, full comrades, and the rest of the participants - commanders, it is necessary only to trust these persons. Hence the name - a partnership on faith.

Outside our country, such partnerships are a fairly common phenomenon. In our country, probably there is no such confidence between citizens and legal entities to form society on trusting relations. Therefore, such an organizational and legal form of a legal entity occurs very rarely.

Purpose of creation

The comdant partnership can carry out any economic activity that is not prohibited by the current legislation, to produce or sell something, provide services. If the selected type of activity falls under licensing, then permission for its implementation must be obtained.

What is a joint-stock certificate society?

Unlike the usual partnership in faith, a joint-stock-headed partnership has the right to an additional issue of own shares. In addition to emissions, AKO has the right to post its shares at open auction. Attractive in this organizational and legal form also the fact that the dividends on shares are not subject to taxation.

Folded Capital

The minimum and maximum amount of capital at the level of the legislation is not established. This is due to the fact that full comrades are responsible for the obligations of a legal entity with their property.

Profit distribution procedure

As a rule, profits and losses between partnership participants are distributed depending on the size of the share in the share capital. It is impossible to provide in the constituent agreement the restriction of one or more participants in obtaining profit or reduce responsibility.

In cases where the planned profit could not be obtained, and the price of pure assets decreased to the amount of capital, the profit is not distributed among the participants. As soon as the cost of assets becomes higher than the share capital, the profit between comrades can be carried out immediately.

Name of the partnership

Regulatory acts have certain requirements for the corporate name, namely:

in the title of the partnerships should be present the names of all comrades or phrase: "Surname of one complimentary and company";
the name must contain both organizational and legal form, that is, a "comdant partnership" or "society at faith";
if the name of the commandant is present in the title, then it automatically becomes complimentary.

Number of depositors

To register a legal entity, 2 or more persons will need, while one will act as a commidiment, and the other is complimentary. As a complete comrade, at least one should be present in the economic commander individual entrepreneur or commercial society. There is no such requirement to other participants, as they do not take part in business activities.

Communicative Rights and Responsibilities

Full comrades have a fairly wide range of rights, namely:

take part in the distribution of profits;
have income within their contribution;
receive part of their share in case of termination of the activities of the partnership;
receive any information regarding the financial and economic activities of the legal entity.

Responsibilities of full comrades:

Rights of the Commandes

Since the comdant partnership is society at faith, then, probably, the most basic obligation of any contributor is to trust full comrades. Also, depositors are required to make their contributions to the deadlines arranged.

Basic rights:

receive income from legal entity activities;
receive information on the activities of the partnership for the year;
leave the ranks of the participants after the fiscal year expiration with the full reimbursement of the cost of previously contributions;
dispose of their own part in its discretion, that is, it has the right to transfer its share to any of the partnership participants or a third party;
with the alienation of the share of a third party to comply with the preemptive right of other depositors.

At the discretion of the founders of the partnership for commanditists, additional rights and obligations can be enshrined.

Managing partnership

Legal management is usually carried out by full comrades. However, in the constituent contract it is possible to provide cases where a certain decision must be taken only by all participants in the Company, including commendants.

Usually one complimentary has one voice, unless otherwise provided by the statutory documents. These participants have a wider range of powers, so full comrade, not even accepting direct participation in the leadership, has the right to familiarize with the documentation of a legal entity, including accounting and tax reporting. If you provide restrictions on this right in an authorized agreement, it is insignificant.

When organizing society, it is necessary to foresee how things will be done. Members of the comdant partnership can act in person personally or together. If a second option is selected, then for the conclusion of any transaction will require the consent of all complimentary. If full comrades decided to entrust the maintenance of cases to one of the participants, they must draw up a power of attorney indicating the list of powers.

A responsibility

If for any reason the partnership cannot pay on its obligations, then the lenders have the right to make claims to one or at once to all complete comrades. In the commandit partnership, the responsibility of the participant who retired from society is still valid for 2 years from the moment of exit, but only in the part of the debts that arose until the moment of exiting a legal entity.

Commanders are responsible solely in the amount of their contribution.

Constituent documents

When establishing a legal entity with the organizational and legal form of "COMMANDITY ADMINISTURE", a constituent agreement is drawn up or an agreement that is obliged to sign all the founders. The main points of the document:

name;
location;
share capital;
the composition of capital, that is, you can not only cash, but also property;
the procedure for entering into a partnership;
the procedure for exiting society;
responsibility, duties and rights of all participants.

Be sure to indicate how the profit is distributed, for what time the income received is paid. How the legal entity is managed, the types of economic activity.

The guidelines must contain the procedure for making changes to them, in what cases they must be made. For example, what happens if the composition of the participants is changed, or what happens if the total capital of the comdients has decreased.

Be sure to register the procedure for making changes in the case of the death of one of the full companions, or in what cases will be reorganized the partnership, what the conditions for the elimination of a legal entity.

Reorganization

Like any legal entity, the comdant partnership can be transformed into any other organizational and legal form. For example, in LLC, full partnership or CJSC, cooperative.

Liquidation

When eliminating the partnership, all rights to transfer to third parties are lost. You can liquidate a legal entity in several ways:

for coercion, through the bankruptcy procedure;
on voluntary principles;
an alternative method, that is, by reorganization.

At the elimination of all participants from the partnership, except one, such a person is entitled to transform a legal entity into a complete partnership.

A partnership on faith (commercial partnership) is a commercial organization based on the share capital, in which two categories of members: full comrades and depositors-commanders. Full comrades carry out business activities on behalf of the partnership and are responsible for the obligations of the partnership to all their property. Depositors are responsible only to their contribution. If the contributors does not remain, the partnership on faith is transformed into a full partnership.

Capital formation. The minimum and maximum size of the share capital is not limited. This is due to the fact that complete comrades are responsible for the obligations of the partnership to all their property.

Order of the institution. The constituent document of the partnership in faith is the Constituent Agreement, signed by all founders. The following information should be contained in the constituent contract: the name of the partnership; The location of the partnership, information about the size and composition of the share capital, the amount, composition, timing and order of contributions to the contributions, the responsibility of the participants, for violating the obligation to make contributions, on the total amount of deposit deposit obligations, the procedure for the distribution between its profit and loss participants , Exit participants from the composition.

A responsibility. The partnership is responsible for its obligations to all owned property. In case of deficiency of the property of society, the lender has the right to make a requirement for any complete comrade or to all immediately for the fulfillment of the obligation. A full comrade, who is not his founder, is replied on a par with other complete comrades for obligations that arose before it entry into the partnership. A full comrade, who retired from the partnership, responds to the obligations of the partnership, which arose until his disposal, on a par with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he retired from the partnership.

Rights. Getting part of the profit of the partnership due to its share in the share capital, in the manner prescribed by the Constituent Treaty; Get acquainted with the annual reports and balances of the partnership; At the end of the fiscal year, to get out of the partnership and get your contribution in the manner provided for by the Constituent Agreement; Transfer your share in the share capital or part of another depositor or a third party.

Responsibilities. The contributor to the partnership in faith is obliged to contribute to share capital. Deposit is certified by the certificate of participation issued by the contributor to the Partnership

If due to the losses incurred by the partnership, the cost of its net assets will be less size Its share capital, received by the profit partnership is not distributed between the participants until the cost of net assets exceeds the size of the share capital.

Profit distribution. The profit and losses of the partnership on faith are distributed between its participants in proportion to their shares in the share capital. Agreement is not allowed to eliminate any of the partnerships from participation in profit or loss.

Controls. Management of partnership on faith is carried out by full comrades. The constituent agreement of the partnership may provide cases where the decision is made by a majority of the participants. Each full comrade has one voice. Each full comrade has the right to act on behalf of the partnership, if the constituent contract has not been established that all complete comrades are doing together, or the maintenance of cases is entrusted with individual participants. With the joint work of the partnership of his full comrades, all participants in the partnership are required to commit each transaction. If the work of the partnership entrustes its participants to one or some of them, the remaining participants to make transactions on behalf of the partnership should have a power of attorney from the participant (participants) on which the partnership affairs is entrusted

Liquidation and reorganization. The partnership on faith is eliminated when departing all the contributors participating in it. However, full comrades are entitled to transform a partnership to the full partnership instead of liquidation. A partnership on faith is also eliminated on the basis of the elimination of the full partnership. When eliminating the partnership on faith, including in the event of bankruptcy, depositors have advantageous for full comrades the right to receive contributions from the property of the partnership, which remained after satisfying the requirements of its creditors. The remaining after this, the property of the partnership is distributed among the full comrades and depositors in proportion to their shares in the share capital of the partnership, unless other affairs are provided for by the constituent contract or agreement of full comrades and depositors.

Today there are a large number of different commercial organizations that have significant differences in their structure and functions. What is a comdant partnership on faith in the Civil Code of the Russian Federation, and what are his features?

The concept of a commercial partnership

Let's first understand with the definition and.

Such a society as a commercial partnership is a kind of commercial organization. It is divided into two parts.

The first part is full comrades. These are responsible for the activities of the organization by their property completely. Therefore, they are called full comrades.
The second part is depositors or commanders.. Their risks in this organization are limited to the size of their contributions. They do not bear greater responsibility.

All of its members bear the same and full responsibility for the activities of this organization. Participants are responsible for the activities of the organization by property, and not just a share in the authorized capital.

The comdant partnership is a subspecies or type of economic partnership. Today, such a way of organizing cases is rare.

The video below will be given a chart of a comdients:

Characteristics and signs

The roots of the comdant partnership go to the distant past. In this way of doing business, you used more merchants in maritime trade, when they used to use third-party capital in their transactions.

Another name of the comdant partnership is. All participants have to trust each other, from here and such a name.

The main sign of the comdant partnership is two different groups People who consist in it.
- One, if necessary, is responsible for their property. But they have the right to receive big profits.
- The second risks only the contribution to this partnership. They also have a certain profit, commensurate their share in society.
An interesting feature of this partnership is that if the surname of some of his members is prescribed in the title, he becomes a complete companion and bears the relevant full responsibility.

Advantages and disadvantages

The advantage of the comdant partnership is that it is possible to attract money from foreign depositors, without obliging them any additional risks. Full comrades respond to the law first, and depositors are in the last. For creditors, the full partnership is attractive, because with such a society it is quite easy to get back debts.

The disadvantage of the comdant partnership is unlimited and complete responsibility of a complete comrade before the law. In addition, the partnership cannot be organized by one person.

For the contributor in this type of partnership, on the contrary, there are many positive moments.

A small share of responsibility that comes last.
The ability to be a depositor in several organizations. For complete comrades, it is possible to participate only in one organization.

How to manage the activities of the partnership on faith (commandit) is described below.

Features of control

The comdant partnership is managed by the part of the depositors who are full of comrades. Only full comrades have the right to make decisions about the activities of the organization.
Commanditors, they are ordinary depositors, do not participate in management. Their role is limited to the monetary contribution and receipt of dividends from it. When liquidating organizations, they have the priority right to return the contribution.
When one comrade remains in the partnership, this is not a complete partnership. In this case, it should be reorganized or eliminated.

The structure of the Commander Partnership will tell a specialist in the video below:

Constituent documents

The main document of the comdant partnership is the Constituent Agreement. It is signed by all full comrades. Commanditors do not sign the constituent agreement and do not constitute its conditions. Relations with depositors in the comdant partnership are regulated by another document - this is an agreement on deposit.

About who can be participants, founders of the commercial partnership, as well as the responsibility of the participants, we will tell below.

Participants of the partnership on faith

Members of the comdant partnership are:

full comrades;
depositors or forensicists. These may be legal entities and individuals.

The founders of society are all full comrades. Only they have the right to make decisions regarding the partnership and manage its activities.

The responsibility of participants is also varied. Full comrades are responsible for their property, and not just a contribution. The responsibility of depositors is limited only by their contribution.

Statutory capital

Initially, it is formed by full comrades. Then they decide how much money they still need. Then decides how much to do this must be attracted.

When eliminating the partnership, the depositors first receive their funds, then full comrades.

The fact that you need to know contributors about the commune partnership will tell the video below: