Legal encyclopedia. Letter X

ECONOMIC PARTNERSHIP.

AT

Accordance with paragraph 1 of Art. 66 of the Civil Code of the Russian Federation, commercial organizations are recognized as commercial organizations with the authorized (share) capital divided into the shares (contributions) of the founders (participants). In partnerships, the means and efforts of their participants are combined to achieve a single economic goal.

Partnerships are characterized by closer personal relationships of participants, it is more often associations of persons in which the personal qualities of participants are of decisive importance.

Property created at the expense of the contributions of the founders (members), as well as produced and acquired by the economic partnership in the course of its activities, belongs to it on the basis of ownership.

Members of full partnerships and full comrades in partnerships on faith can be individual entrepreneurs and (or) commercial organizations.

Investors in partnerships on faith can be citizens and legal entities.

The contribution to the property of an economic partnership can be money, securities, other things or property rights or other rights having a monetary value.

Economic partnerships may not issue shares.

The Civil Code gives participants of economic partnerships with common rights and duties.

They are 4 basic rights:

1) to participate in the management of affairs of such a commercial organization;

2) to obtain the necessary information about the activity, including the right to acquaintance with the accounting books and other documentation of the organization;

3) to participate in the distribution of profits;

4) the liquidation quota.

In addition to rights, the law grants participants of business partnerships the following duties:

1) to make deposits in the manner, in amounts, in the ways and within the time periods stipulated in the constituent documents;

2) not disclose confidential information about the activities of the partnership.

The constituent documents of the partnerships can expand the list of rights and duties of their participants.

Economic partnerships can be established in the form of a full partnership and partnership on faith (a limited partnership).

A partnership is recognized as a full partnership, whose members (full partners), in accordance with the contract concluded between them, engage in entrepreneurial activity on behalf of the partnership and bear responsibility for its obligations with property belonging to them (Article 69 of the Civil Code of the Russian Federation).

From this definition, there are a number of significant features:

1) participants of the PT are engaged in entrepreneurial activities;

2) the said entrepreneurial activity is carried out on the basis of a contract concluded between the partners in writing;

3) this activity is carried out on behalf of the PT - legal entity;

4) engaging in entrepreneurial activities involves the personal participation of each of the comrades in the affairs of the organization;

5) all participants of the PT are liable for the obligations of the organization with the property belonging to them.

A partnership on faith (a partnership) is a partnership in which, along with the participants,

Who carry out entrepreneurial activities on behalf of the partnership and who are responsible for the obligations of the partnership with their property (full partners), there is 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 deposits made by them and do not take part in the implementation of the entrepreneurial activity by the partnership (Article 82 of the Civil Code of the Russian Federation). Thus, the partnership on faith consists of two groups of participants. Some of them (full comrades) carry out

Entrepreneurial activity on behalf of the partnership and at the same time bear additional unlimited liability with their personal property for its debts in solidarity with each other. Other participants (contributors, limited partners) contribute to the property of the partnership, but do not meet personal property for its obligations. The contributions of limited partners become the property of the partnership, therefore, investors bear only the risk of their loss.

The Civil Code provides that a person may be a party to only one full partnership, as only a full comrade. A PT participant can not be a full comrade in a partnership on faith, and conversely, a full comrade in a partnership on faith can not be a party to the PT.

PT and partnership on faith are created and act on the basis of the constituent agreement, which must be signed by all participants of the PT and full comrades in the partnership on faith.

Management of PT activities

Is carried out by the general consent of all participants, and the management of the activities of the limited partnership is complete comrades. Investors do not have the right to participate in the management and conduct of the affairs of the partnership on faith, to speak on its behalf only as by proxy.

There are 3 ways of doing business partnerships:

1) every full companion;

2) together;

3) through authorized persons.

If the constituent contract does not regulate the issue of the conduct of the affairs of the partnership, then each full partner has the right to act on behalf of the partnership.

According to Art. 68 of the Civil Code of the Russian Federation, business partnerships and companies of the same type can be transformed into economic

Partnerships and societies of a different kind or to production cooperatives by decision of the general meeting of participants. Thus, Art. 86 Civil Code establishes the right of full comrades upon the retirement of all the depositors participating in it, instead of liquidation, to transform the partnership on the belief in a full partnership. When the partnership is transformed into a company, each full partner who has become a participant (shareholder) of the company shall bear subsidiary liability for 2 years with all his property for obligations transferred to the company from the partnership. The alienation of the shares (shares) belonging to him by the former comrade does not relieve him of such responsibility. This rule is also applied when the partnership is transformed into

production cooperative.