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

A limited partnership is a rudiment in the Russian legal system. This form of organization destroys all the theoretical principles for 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 a business company, the main goal of which is to make a profit. It can consist of at least two persons, which can only be individual entrepreneurs or legal entities.

Why two members? It's simple - you can't "fellowship" with yourself. So there must be at least two depositors.

What is regulated

The main regulatory source regulating the issue of limited partnership is the Civil Code of the Russian Federation. An entire subparagraph is devoted to this form of legal entity (Articles 69-86). It is probably not necessary to dive into the regulatory framework in more detail, because the likelihood that someone in their practice will meet such a company is extremely small.

Difference between limited partnership and full partnership

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

Participants

Members of a limited partnership can be:

citizens engaged in entrepreneurial activity;
legal entities;
Russian Federation and its subjects;
state and municipal institutions, but with the permission of the owner of the property. These are the state, federal subject or municipal district.

It should be noted that members cannot be state or municipal bodies, as well as certain categories of citizens, in respect of whom the law will impose such a ban.

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

Historical reference

The partnership is one of the first historically established forms of legal entities. It is rooted deeply in Roman law.

The word "limited" comes from the Italian language and means "to give in custody", thus characterizing the essence of the contributions that comrades in faith make to the pooled 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 is distinguished by a high corporate and business culture, and business contacts were established more than one hundred 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 faith-based partnerships emerged: capitals were pooled, and business activity increased. In Russian realities, this legal entity has acquired a truly ugly form.

Rights

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

What rights does a comrade in faith have:

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

Additional rights of general partners, as well as contributors to a limited partnership, must be established by the memorandum of association with the consent of each member of the company.

Control

Limited partners cannot participate in the management of a legal entity. Their role ends with their contribution and the ability to receive reports on the activities of the organization.

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

it is initially assumed that each partner can carry out activities on behalf of the company, unless otherwise provided by the memorandum of association. At the same time, no one has the right to dispute the transaction with third parties, referring to 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 knew beforehand 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 on joint management of the organization. In this case, the consent of each member of the organization is required to complete the transaction.

In fact, this is not the limit. The Memorandum of Association allows you to consider any options for the management organization of a limited partnership. But do not forget: the law requires that it is the general comrades who carry out activities on behalf of the company.

Responsibility

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

They are in solidarity responsible not only with their share in but also with their personal property. So bankruptcy can end up 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 limited partnership, responsibility is different. After all, there are also limited partners who are responsible within the limits of their contribution and thus guarantee the safety of their personal property, but do not participate in management. It turns out a kind of payment of the depositor of a limited partnership for a guarantee of financial security.

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The registration of business entities on the territory of the Russian Federation is carried out by authorized tax authorities.

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

the name of the future company;
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.);
data on identity documents of the founders of individuals, as well as their taxpayer identification number.

When submitting documents, you will need to pay a state fee, today it is 4000 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 the charter is such a document.

The following information is reflected in the memorandum of association:

The law sets out certain requirements regarding this issue, but we will touch on this later;
location of the partnership;
information about the financial component of the contributed capital (its composition, indicating the shares of each depositor 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 contributor of the limited partnership for violation of their obligations to make contributions.

Changes to the memorandum of association 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 plus of the existence of this organizational and legal form is that there is no requirement for the minimum size of the contributed capital. Members of a limited partnership can form it from any amount. It is important to remember this when preparing constituent documents.

The name of this form of legal entity is the funniest fact in the whole normative regulation of this issue. To avoid intrigue, you can find examples of camaraderie.

The Civil Code stipulates that the name should consist of the surname of one of the participants (as a rule, the most famous and significant one is chosen) and the phrase "and company". Or from the names of all participants and the phrase "full partnership / limited partnership". That is, the corporate name is "Ivanov and Company" or "Ivanov. Petrov. Sidorov. General Partnership".

Marketers and business naming specialists cry in loud voices. Worldwide rules stating that a brand name should reflect as objectively as possible the activities that the company is engaged in, the work of the name of the company with the public and other marketing stuff - all this was buried by the merciless Civil Code. And, of course, lawyers should not be worried about such moments, but such an archaic attitude to the issue of naming - it looks like anything but the modern market.

The second interesting fact concerns the possibility of a complete comrade leaving. The personally confidential 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 memorandum of association. Otherwise, if one of the general comrades wants to finish the business and leave the organization, everyone else has no choice but to liquidate the company.

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

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

Scientific controversy

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

Why do you need a legal entity that does not protect the individuals behind its institution? This is a real mystery. An organization that destroys the main reason why such a form of relationship appeared at all is either great stupidity or a desire for archaism.

The risk of losing all your personal property, the inability to pursue 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. A limited partnership is an absurdity that does not fit into the modern civil law system. At the same time, for some reason, it has experienced many times reforms and reorganization of the system of legal entities in the domestic civil law.

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

What will happen next with this organizational and legal form? One can only guess. Will the legislator think about it and abandon them, along with other rudiments of domestic civil law? Considering the practice of reforming the industry, it is safe to say that no. And limited partnerships will remain exclusively a nominal form, which is not needed by business, for which, in fact, this section of the Civil Code of the Russian Federation was written.

Article 81. Basic provisions on limited partnership

1. A limited partnership is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with all their property (general partners), there are one or more participants (investors, limited partners) who bear the risk of losses associated with activities of the partnership, within the amount of their contributions and do not take part in the partnership's entrepreneurial activities.

2. The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership shall be determined by the legislation on participants in a full partnership.

3. A person can be a general partner only in one limited partnership.

A participant in a general partnership cannot be a full partner in a limited partnership.

A general partner in a limited partnership cannot be a participant in a full partnership.

Article 82. Memorandum of limited partnership

1. A limited partnership is created and operates on the basis of the memorandum of association. The Memorandum of Association is signed by all general partners.

2. The founding agreement of a limited partnership must contain, in addition to the information specified in paragraph 2 of Article 48 of this Code, conditions on the size and composition of the charter fund of the partnership; on the size and procedure for changing the shares of each of the general partners in the authorized capital; on the amount, composition, timing and procedure for making contributions by them, their responsibility for violation of obligations to make contributions; on the total amount of deposits made by depositors.

Article 83. Management in a limited partnership and conduct of its affairs

1. Management of the activities of a limited partnership shall be carried out by general partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them in accordance with the legislation on a full partnership.

2. Investors are not entitled to participate in the management of the affairs of a limited partnership. They can act on his behalf only by proxy. They are not entitled to challenge the actions of the general partners in the management and conduct of the partnership.

Article 84. Rights and obligations of an investor in a limited partnership

1. The investor of the limited partnership is obliged to contribute to the authorized capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership.

2. An investor in a limited partnership has the right:

1) receive a part of the partnership's profit due to its share in the statutory fund in the manner prescribed by the constituent agreement;

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

3) at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the memorandum of association;

4) transfer his share in the statutory fund or a part of it to another investor or third party. Investors enjoy the preferential right over third parties to purchase a share (or part thereof) in relation to the conditions and procedure provided for by paragraph 2 of Article 92 of this Code. The transfer of the entire share to another person by the depositor terminates his participation in the partnership.

Article 85. Liquidation of a limited partnership

1. A limited partnership shall be liquidated upon disposal of all investors participating in it. However, general partners have the right, instead of liquidation, to transform the limited partnership into a full partnership, as well as into a unitary enterprise in cases where only one participant remains in the partnership.

A limited partnership shall also be liquidated on the grounds of liquidation of a full partnership (Article 80). However, a limited partnership is maintained if at least one full partner and one investor remain in it.

Limited partnership, or limited partnership - an alliance of several persons who have made their contribution to the fund. The partnership is formed as a result of the merger of the capitals of 2 or more persons with the registration of a legal entity.

Features:

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

there are always general comrades in society, whose responsibility is limited not only by the amount of contributions, they bear it within the framework of their personal property;
surely there are limited partners, that is, investors whose liability is limited to the size of the contribution to the partnership.

As a result, it turns out that the management of the society is completely given to the complimentors, that is, full comrades, and the rest of the participants - the limited partners, need only trust these persons. Hence the name - limited partnership.

Outside our country, such partnerships are quite common. In our country, probably, there is no such trust between citizens and legal entities to form societies on trusting relationships. Therefore, such a legal form of a legal entity is very rare.

Purpose of creation

A limited partnership can carry out any economic activity that is not prohibited by applicable law, produce or sell something, provide services. If the selected type of activity is subject to licensing, then permission for its implementation must be obtained.

What is a limited joint stock company?

Unlike an ordinary limited partnership, a limited limited partnership has the right to an additional issue of its own shares. In addition to the issue, AKO has the right to place its shares at open auctions. It is also attractive in this organizational and legal form that the dividends paid on shares are not subject to taxation.

Share capital

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

Profit distribution procedure

As a rule, profits and losses between the participants of the partnership are distributed depending on the size of the share in the contributed capital. It is impossible to envisage in the memorandum of association the limitation of one or more participants in making a profit or a reduction in liability.

In cases when it was not possible to obtain the planned profit, and the price of net assets decreased to the amount of capital, the profit is not distributed among the participants. As soon as the value of assets becomes higher than the contributed capital, the distribution of profits between the partners can be immediately carried out.

Name of the partnership

Regulatory acts establish certain requirements for a company name, namely:

the name of the partnership must contain the names of all partners or the phrase: "Last name of one compliment and company";
the name must also contain the organizational and legal form, that is, “limited partnership” or “limited partnership”;
if the name contains the name of a limited partner, then he automatically becomes a compliment.

Number of contributors

To register a legal entity, you will need 2 or more persons, with one acting as a limited partner, and the other as a compliment. At least one individual entrepreneur or commercial company must be present as a full partner in an economic limited partnership. There is no such requirement for the rest of the participants, since they do not take part in entrepreneurial activities.

Complimentary rights and obligations

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

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

Duties of general partners:

Rights of limited partners

Since a limited partnership is a society on faith, then, perhaps, the most basic obligation of any investor is to trust general comrades. Also, contributors are required to make their contributions within the terms specified in the constituent agreement.

Basic rights:

receive income from the activities of a legal entity;
receive information on the activities of the partnership at the end of the year;
leave the ranks of participants at the end of the financial year with a full refund of the value of previously made deposits;
dispose of his share at his own discretion, that is, he has the right to transfer his share to any of the participants in the partnership or to a third party;
when alienating a share to a third party, observe the preemptive right of other investors.

At the discretion of the founders of the partnership, additional rights and obligations may be assigned to the limited partners.

Partnership management

A legal entity is usually managed by general partners. However, in the memorandum of association, it is possible to provide for cases when a certain decision must be made only by all participants in the company, including the limited partners.

Usually one compliment has one vote, unless otherwise provided by the statutes. These participants have a wider range of powers, for example, a general partner, even without taking direct part in management, has the right to familiarize himself with the documentation of a legal entity, including accounting and tax reporting. If you envisage restrictions on this right in the charter agreement, then it is null and void.

When organizing a society, it is necessary to foresee how business will be conducted. The participants in a limited partnership may act on behalf of the company personally or jointly. If the second option is chosen, then in order to conclude any transaction, you will need to obtain the consent of all compliments. If the general comrades decide to entrust the conduct of business to one of the participants, then they must draw up a power of attorney indicating the list of powers.

Responsibility

If, for any reason, the partnership cannot pay off its obligations, then the creditors have the right to present claims to one or all of the general partners at once. In a limited partnership, the liability of a participant who has retired from the company is still valid for 2 years from the moment of exiting, but only in that part of the debts that arose before the moment of leaving the legal entity.

Limited partners are solely responsible for their contribution.

Constituent documents

When a legal entity is established with the organizational and legal form of "limited partnership", a constituent agreement or agreement is drawn up, which must be signed by all founders. The main points of the document:

name;
location;
the size of the contributed capital;
the composition of the capital, that is, you can contribute not only money, but also property to it;
the procedure for joining the partnership;
the procedure for leaving society;
responsibility, duties and rights of all participants.

It is imperative to indicate how the distribution of profits is made, in what period the income received is paid. How a legal entity is managed, types of economic activities.

The documents of title must necessarily contain a procedure for making changes to them, in which cases they must be made. For example, what happens if the composition of the participants changes, or what happens if the total capital of the limited partnership has decreased.

It is imperative to prescribe the procedure for making changes in the event of the death of one of the full partners, or in what cases the reorganization of the partnership will be carried out, what are the conditions for the liquidation of a legal entity.

Reorganization

Like any legal entity, a limited partnership can be transformed into any other organizational and legal form. For example, in LLC, general partnership or CJSC, cooperative.

Liquidation

Upon liquidation of the partnership, all rights to transfer management to third parties are lost. There are several ways to liquidate a legal entity:

under duress, through bankruptcy proceedings;
on a voluntary basis;
alternative method, that is, by reorganization.

When all participants leave the partnership, except one, such a person has the right to transform the legal entity into a full partnership.

A limited partnership (limited partnership) is a commercial organization based on contributed capital, in which there are two categories of members: general comrades and limited partners. General partners carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with all their property. Limited depositors respond only with their own contribution. If there are no depositors left, the limited partnership is transformed into a general partnership.

Capital formation... The minimum and maximum amount of the contributed capital is not limited. This is due to the fact that general partners are responsible for the obligations of the partnership with all their property.

Establishment procedure... The constituent document of a limited partnership is the memorandum of association signed by all founders. The foundation agreement must contain the following information: the name of the partnership; location of the partnership, information on the size and composition of the contributed capital, on the size, composition, timing and procedure for making contributions by participants, liability of participants for violation of the obligation to make contributions, on the total amount of contributions made by investors, the procedure for distributing profits and losses among its participants , withdrawal of participants from the composition.

Responsibility... The partnership is liable for its obligations with all property belonging to it. In the event of insufficiency of the company's property, the creditor has the right to present a claim against any general partner or all 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 that arose before he entered the partnership. A general partner who has retired from the partnership shall be liable for the obligations of the partnership that arose before the moment of its retirement, equally 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 left the partnership.

Rights... Receive a part of the partnership's profit due to its share in the contributed capital, in the manner prescribed by the foundation 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 memorandum of association; transfer his share in the contributed capital or part of it to another depositor or third party.

Duties... The contributor to the limited partnership is obliged to contribute to the contributed capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership

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

Profit distribution... The profits and losses of a limited partnership are distributed among its members in proportion to their shares in the contributed capital. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

Governing bodies... The management of a limited partnership is carried out by general partners. The founding agreement of the partnership may provide for cases when a decision is made by a majority of votes of the participants. Each full companion has one vote. Each general partner has the right to act on behalf of the partnership, unless the foundation agreement establishes that all general partners conduct business jointly, or the conduct of business is entrusted to separate participants. In the joint conduct of the affairs of a partnership by its general partners, the consent of all participants in the partnership is required to complete each transaction. If the conduct of the business of the partnership is entrusted by its participants to one or some of them, the other participants in order to conclude transactions on behalf of the partnership must have a power of attorney from the participant (participants) who is entrusted with the conduct of the business of the partnership.

Liquidation and reorganization... A limited partnership shall be liquidated upon the disposal of all the contributors who participated in it. However, the general partners have the right to transform the limited partnership into a general partnership instead of liquidation. A limited partnership shall also be liquidated on the grounds of liquidation of a full partnership. In the event of liquidation of a limited partnership, including in the event of bankruptcy, depositors have a preferential right over general partners to receive contributions from the partnership's property, which remains after the claims of its creditors have been satisfied. The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the contributed capital of the partnership, unless a different order is provided for by the memorandum of association or agreement of general partners and investors.

Today, there are a large number of different commercial organizations that differ significantly in their structure and functions. What is a limited limited partnership according to the Civil Code of the Russian Federation, and what are its features?

The concept of a limited partnership

Let's first understand the definition of and.

A society such as a limited partnership is a kind of a commercial organization. It is divided into two parts.

The first part is full comrades... These are those who are fully responsible for the activities of the organization with their property. Therefore, they are called general comrades.
The second part is depositors or limited partners... Their risks in this organization are limited by the size of their contributions. They bear no greater responsibility.

All of its members bear equal and complete responsibility for the activities of this organization. The participants are responsible for the activities of the organization with property, and not only with shares in the authorized capital.

A limited partnership is a subspecies or a kind of business partnership. This way of organizing things is rare today.

The video below will give a description of the limited partnership:

Characteristics and signs

The roots of a limited partnership go back to the distant past. This method of doing business was still used by merchants in the sea trade, when in the course of their transactions they used the attracted capital of third parties.

Another name for a limited partnership is. All participants have to trust each other, hence the name.

The main feature of a limited partnership is the two different groups of people who belong to it.
- Some, if necessary, are responsible for the activities with their property. But they have the right to make big profits.
- The latter risk only a contribution to this partnership. They also have a certain profit, commensurate with their share in society.
An interesting feature of this partnership is that if the surname of one of its members is written in the name, then he becomes a full partner and bears the corresponding full responsibility.

Advantages and disadvantages

The advantage of a limited partnership is that it is possible to raise money from outside investors without requiring them to take on any additional risks. Companions are responsible before the law in the first place, and investors - in the last. For creditors, a general partnership is attractive because it is easy enough to recover debts from such a company.

The disadvantage of a limited partnership is the unlimited and full liability of a general partner before the law. Moreover, a partnership cannot be organized by one person.

On the contrary, there are many positive aspects for the investor in this type of partnership.

A small share of responsibility that comes last.
The ability to be a contributor to several organizations. For general partners, participation in only one organization is possible.

How the limited partnership (limited partnership) is managed is described below.

Control features

The limited partnership is managed by that part of the contributors who are general partners. Only general associates have the right to make decisions about the activities of the organization.
Limited partners, they are ordinary investors, do not participate in management. Their role is limited to making a cash contribution and receiving dividends from it. Upon liquidation of the organization, they have the primary right to return the deposit.
When only one comrade remains in the partnership, then this is no longer a full partnership. In this case, it should be reorganized or liquidated.

The specialist will tell you about the structure of the team partnership in the video below:

Constituent documents

The main document of a limited partnership is the memorandum of association. It is signed only by all general comrades. Limited partners do not sign the memorandum of association and do not draw up its terms. Relations with investors in a limited partnership are regulated by another document - this is a contribution agreement.

We will describe below who can be participants, founders of a limited partnership, as well as what is the responsibility of the participants.

Participants in a limited partnership

The participants in a limited partnership are:

complete comrades;
contributors or limited partners. These can be legal entities and individuals.

All general comrades are the founders of the company. Only they have the right to make decisions regarding the partnership and manage its activities.

Participant responsibilities also vary. Companions are responsible for their property, not just their contributions. The liability of depositors is limited only by the amount of their contribution.

Authorized capital

At first, he is formed by general comrades. Then they decide how much money they still need. Then it is decided how many depositors need to be attracted for this.

When the partnership is liquidated, the investors first receive their funds, then the general partners.

The video below will tell you what investors need to know about the team partnership: