Authorized capital of a general partnership. Russian business law

A general partnership is one of the oldest forms of partnerships. Nowadays it is not often used, but some entrepreneurs still prefer it. Those who decide to organize a general partnership, which should be prepared in advance, are advised to familiarize themselves with the rules for registering an organization.

What is a general partnership

A general partnership is one of the types in which the participants enter into an agreement in accordance with business activities. Each participant (or general partner) is fully responsible for the entrusted property, that is, bears unlimited liability.

The Civil Code regulates a general partnership, which is indicated by the following characteristics:

Created on the basis of a contract;

General partners are obliged to personally participate in the activities of the organization;

Have the same rights as legal entities;

The main goal is to carry out business activities;

The liability of all participants is unlimited.

There are rules for those who want to become a member of a general partnership. According to the law, individual entrepreneurs can become one, like any other (according to Article 66 of the Civil Code).

When choosing a name for a general partnership, it should be noted that it must contain the words “full partnership” and the names of all participants, or the names of several participants, but then be sure to add the words “full partnership” or “company”. An example of a general partnership is the imaginary company “Ivanov and Company”.

Required documents

A general partnership, the constituent documents of which must be provided for registration, is created on the basis of a constituent agreement. In it, the founders determine their participation in the activities of the partnership, agree on expenses and methods of managing the organization.

Each participant is required to sign a memorandum of association that contains the following information:

Name that complies with the law;

Location;

The procedure for managing the partnership;

Amount, composition and timing of deposits;

Liability for violation of contract.

The memorandum of association has several purposes. It contains clauses defining the relationship between general partners. Moreover, the agreement specifies the terms of the partnership’s work with other organizations. Like any document, the contract is drawn up in accordance with the law and must include all points. It is in writing, compiled in the form of one document and signed by each participant.

Name of the general partnership

There is no requirement in the law that the agreement must be in the form of a single document. However, this is a mandatory condition when submitting it for registration. Moreover, when presenting the contract to third parties, it is mandatory to show a single document.

From the moment the agreement is signed, the participants in the general partnership must fulfill their rights and obligations. However, for third parties it comes into force only after registration. Registration of the constituent agreement takes place in accordance with the Law on Registration of Legal Entities. The name must comply with all rules. An example of a general partnership with the correct name is “Abzal and K.”

Responsibilities of participants

A general partnership, the constituent documents of which were signed by all participants, imposes rights and obligations on them. This is important to know. Participants in a general partnership cannot be members of more than one partnership. By law, they do not have the right to make transactions on their own behalf without the consent of others. Everyone is required to make at least half of their contribution to the capital by the time the partnership is registered. The remaining portion is paid within the period specified in the contract. Each partner is obliged to participate in the activities of the organization in accordance with the rules specified in the constituent agreement.

Participants' rights

The founders of a general partnership have the right to leave the partnership before the specified period. In this case, the person must declare his desire at least 6 months in advance. If a general partnership was created for a certain period, then exit is possible only for a good reason.

A participant can be expelled from the partnership by court if the other participants vote for it. In this case, he is paid the value corresponding to his share in the capital. The shares of retired participants are transferred by succession, but the remaining partners must vote for the successor. The composition of the comrades can be changed without expelling anyone. In this case, the share in the joint capital is transferred to another participant or a third party. To carry out the operation, the consent of the other comrades is required.

Liquidation of a general partnership

Since a general partnership is highly dependent on each partner, there are many events that can lead to its dissolution. Naturally, the death of a partner is the reason for the termination of the partnership. If the partner is a legal entity, its liquidation will serve as the basis for the liquidation of the organization.

Other reasons are:

An appeal by creditors to one of the participants in order to recover property;

Legal proceedings against one of the comrades;

Declaring the participant bankrupt.

A general partnership has the right to continue its activities if such a clause is specified in the constituent agreement.

If the number of participants is reduced to one, then the participant has 6 months to convert the general partnership into a business entity. Otherwise, it is subject to liquidation.

What is a limited partnership

General and limited partnerships differ in several respects. A limited partnership, which is also called a limited partnership, differs from a full partnership in that it includes not only general partners, but also investors (limited partners). They assume the risk for losses that are associated with the activities of the partnership. The amounts depend on the deposits made. Limited partners do not participate in business activities. Unlike general partners, investors can be not only individual entrepreneurs and commercial organizations, but also legal entities.

Limited partners have the right:

Receive profit according to the share in the share capital;

Require annual reports on the work of the partnership.

There are a number of restrictions that apply to depositors. They cannot become state bodies, as well as local government bodies. They have no right to act on behalf of the partnership, except by proxy.

Production cooperative as a form of collective entrepreneurship

One form of collective entrepreneurship is called a cooperative. A general partnership, in contrast, has more restrictions in terms of participants. Participants in a production cooperative cannot be individual entrepreneurs, but they personally work in the cooperative. Each member has one vote regardless of the size of the contribution.

In the civil code, a production cooperative is called an artel, since profit depends on the labor contribution of the participant, and not on his contribution. In the case of a debt, everyone is responsible for repaying it in an amount predetermined by the charter.

The advantage of this form of entrepreneurship is that profits are distributed in accordance with labor input. Property is also distributed if the production cooperative has been liquidated. The maximum number of members is not limited by law, which allows the creation of cooperatives of any size. Each participant has equal rights and one vote, which stimulates member interest in the activities of the organization.

The minimum number of members is limited to five. The downside is that this greatly limits the possibility of creating a cooperative.

Article 69. Basic provisions on a general partnership

1. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

2. A person can be a participant in only one general partnership.

3. The corporate name of a general partnership must contain either the names (names) of all its participants and the words “full partnership”, or the name (name) of one or more participants with the addition of the words “and company” and the words “full partnership”.

Article 70. Foundation agreement of a general partnership

1. A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants.

2. The founding agreement of a general partnership must contain information about the company name and location of the partnership, conditions about the size and composition of its share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.

Article 71. Management in a general partnership

1. Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

2. Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

3. Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership, has the right to receive all information about the activities of the partnership and get acquainted 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.

Article 72. Conducting affairs of a general partnership

1. Each participant in a general partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

When conducting the affairs of a partnership jointly by its participants, the consent of all participants of 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 .

2. The authority to conduct the affairs of the partnership granted to one or more participants may be terminated by the court at the request of one or more other participants of the partnership if there are serious grounds for this, in particular due to a gross violation by the authorized person (persons) of his duties or his revealed inability to prudent conduct of business. Based on a court decision, the necessary changes are made to the founding agreement of the partnership.

Article 73. Obligations of a participant in a general partnership

1. A participant in a general partnership is obliged to participate in its activities in accordance with the terms of the constituent agreement.

2. A participant in a general partnership is obliged to make at least half of his contribution to the share capital of the partnership before it. The rest must be paid by the participant within the time limits established by the constituent agreement. If this obligation is not fulfilled, the participant is obliged to pay the partnership ten percent per annum on the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the constituent agreement.

3. A participant in a general partnership does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

If this rule is violated, the partnership has the right, at its own choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions.

Article 74. Distribution of profits and losses of a general partnership

1. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint 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.

2. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size 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.

Article 75. Responsibility of participants in a general partnership for its obligations

1. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

2. A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership.

A participant 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.

3. The agreement of the participants of the partnership to limit or eliminate liability provided for in this article is void.

Article 76. Changes in the composition of participants in a general partnership

1. In cases of the withdrawal or death of any of the participants in a general partnership, the recognition of one of them as missing, incapacitated, or of limited legal capacity, or insolvent (bankrupt), the opening of reorganization procedures against one of the participants by a court decision, the liquidation of a participant in the partnership a legal entity or a creditor of one of the participants forecloses on part of the property corresponding to his share in the share capital, the partnership may continue its activities if this is provided for in the founding agreement of the partnership or an agreement of the remaining participants.

2. Participants in a general partnership have the right to demand in court the exclusion of any of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular due to a gross violation of his duties by this participant or his revealed inability to reasonably conduct business.

Article 77. Withdrawal of a participant from a general partnership

1. A participant in a general partnership has the right to leave it by declaring his refusal to participate in the partnership.

Refusal to participate in a general partnership established without specifying a period must be declared by the participant at least six months before the actual withdrawal from the partnership. Early refusal to participate in a general partnership established for a certain period is allowed only for a good reason.

2. An agreement between participants in a partnership to waive the right to leave the partnership is void.

Article 78. Consequences of withdrawal of a participant from a general partnership

1. A participant who has retired from a general partnership is paid the value of a part of the partnership’s property corresponding to the share of this participant in the share capital, unless otherwise provided by the constituent agreement. By agreement of the retiring participant with the remaining participants, payment of the value of the property may be replaced by the delivery of property in kind.

The part of the partnership's property due to the retiring participant or its value is determined by the balance sheet drawn up, with the exception of the case provided for in Article 80 of this Code, at the time of its retirement.

2. In the event of the death of a participant in a general partnership, his heir may enter into a general partnership only with the consent of the other participants.

A legal entity that is a legal successor of a reorganized legal entity participating in a general partnership has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.

Settlements with an heir (successor) who has not entered into the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a general partnership is liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the limits of the property of the retired participant of the partnership transferred to him.

3. If one of the participants leaves the partnership, the shares of the remaining participants in the share capital of the partnership increase accordingly, unless otherwise provided by the constituent agreement or other agreement of the participants.

Article 79. Transfer of a participant’s share in the share capital of a general partnership

A participant in a general partnership has the right, with the consent of its remaining participants, to transfer his share in the share capital or part thereof to another participant in the partnership or to a third party.

When a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred is liable for the obligations of the partnership in the manner established by the first paragraph of paragraph 2 of Article 75 of this Code.

The transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership and entails the consequences provided for in paragraph 2 of Article 75 of this Code.

Article 80. Foreclosure of a participant’s share in the share capital of a general partnership

Foreclosure of a participant's share in the joint capital of a general partnership for the participant's own debts is permitted only if there is insufficient other property to cover the debts. Creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership’s property corresponding to the debtor’s share in the share capital in order to foreclose on this property. The part of the partnership's property subject to division or its value is determined according to the balance sheet drawn up at the time the creditors present the demand for division.

Foreclosure of property corresponding to the share of a participant in the joint capital of a general partnership terminates his participation in the partnership and entails the consequences provided for in paragraph two of paragraph 2 of Article 75 of this Code.

A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

A person can be a member of only one general partnership.

The business name of a general partnership must contain either the names (titles) of all its participants and the words “full partnership”, or the name (title) of one or more participants with the addition of the words “and company” and the words “general partnership”.

Since the partnership is created for the joint conduct of business activities, only entrepreneurs and commercial organizations of at least two can be its full members.

General partners bear unlimited joint and several liability for the obligations of the partnership, in contrast to participants in other legal forms who bear limited liability; in this regard, a person can be a general partner in only one partnership.

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the Memorandum of Association or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.

The constituent document of a general partnership is the Memorandum of Association.

A participant in a general partnership is obliged to participate in its activities in accordance with the terms of the Memorandum of Association.

A participant who has left (including expelled) from the partnership is liable for the obligations of the partnership that arose before the moment of his departure, 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.

Participants in a general partnership have the right to:

participate in the management of the partnership’s affairs;
receive information about the activities of the partnership and get acquainted with its accounting books and other documentation in the manner established by the Constituent documents;
Each participant in the partnership, 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; take part in the distribution of profits;
receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value;
may have other rights provided for by law and the Foundation Agreement.

Participants in a general partnership are obliged to:

make contributions in the manner, amounts, methods and within the time limits provided for by the Foundation Agreement;
not to disclose confidential information about the activities of the partnership;
participate in the activities of the general partnership in accordance with the terms of the Memorandum of Association;
make at least half of your contribution to the partnership capital by the time of its registration. The rest must be paid by the participant within the time limits established by the Memorandum of Association.
may also bear other responsibilities provided for in the Memorandum of Association.

A participant in a general partnership does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

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.

Participants in a general partnership have the right to demand in court the exclusion of any of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular:

Due to this participant’s gross violation of his duties;

His revealed inability to conduct business wisely.

The exclusion of a participant from the partnership is a change in the content of the Foundation Agreement, therefore the law provides for the consent of all other participants of the partnership. The requirement to exclude a participant from the partnership must be filed in court. Moreover, the plaintiffs in this process are the remaining participants, and not the partnership.

The share capital of the partnership is made up of the value of the contributions made by the partners and guarantees the interests of the creditors of the partnership.

Since a general partnership is based on the principles of personal participation of its members, a characteristic feature of the share capital is the heterogeneity of contributions. In view of this, it is advisable for the participants of the partnership to determine in the agreement by mutual agreement the types of contributions that each of the participants must provide as their contribution. By mutual agreement of the participants, contributions to the shared capital can be made both as personal property and non-property rights. The terms for making deposits by each participant are determined by the agreement. Determining contributions to the share capital in kind is impractical. From this point of view, the Memorandum of Association should provide for a mandatory procedure for monetary valuation of participants’ contributions.

When a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred is liable equally with other participants for obligations that arose before his entry into the partnership.

The transfer of the right to participate in a partnership from one participant to another without the consent of all members is also not permitted, since such a transfer implies a significant change in the internal contractual relations of the participants. Accordingly, the transfer of participation rights made without the consent of the remaining participants is recognized as invalid.

Registration of a general partnership

The founders of a general partnership hold a meeting at which they make a decision on the establishment of a general partnership, and also conclude a constituent agreement among themselves and draw up minutes of the general meeting of founders.

Registration of changes to a general partnership

Amendments to the Memorandum of Association of a general partnership are carried out in the following cases:

By general agreement of all participants of the general partnership;

In the event of a change in the composition of the partners (withdrawal, death, recognition as missing, recognition as incapacitated or partially capable, recognition as insolvent (bankrupt), opening of reorganization procedures by court decision, liquidation, foreclosure by a creditor on part of the property, exclusion, change in the status of one of the partners) , if the Memorandum of Association or the agreement of the participants provides for the possibility of the partnership continuing its activities;

At the request of one (several) of the comrades in court;

In other cases provided by law.

Changes to the Foundation Agreement become effective for third parties from the moment of their state registration.

Reorganization of a general partnership

A general partnership can be reorganized, like other legal entities, in the form of: merger, accession, division, separation, transformation.

A general partnership can be transformed into:

Partnership of faith.
Limited Liability Company.
Company with additional liability.
Joint Stock Company.
Production cooperative.

Liquidation of a general partnership

Liquidation of a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons.

Liquidation of a legal entity can be:

Alternative;
Voluntary;
Forced.

If there is only one participant left in a general partnership, and he has not made a decision to transform the partnership into a business company, the partnership is liquidated.

Price list for registration actions of a general partnership

Please note that prices for services apply throughout the city of Moscow. In the Moscow region, prices increase by 50%. Registration prices in other regions are negotiated directly during a personal meeting.

A general partnership is an association of entrepreneurs on an economic basis to engage in joint financial and commercial activities within the framework of existing legislation.

According to Part 1 of Art. 69 of the Civil Code of the Russian Federation, such a partnership is considered to be a community whose participants engage in business activities exclusively jointly. All obligations undertaken by one of them and not fulfilled by him must be fulfilled by the others. Having assumed specific obligations, the participants are obliged to respond to them not only with joint, but also with personal funds, which represents a huge inconvenience for themselves, but insures clients using the services of this association.

When joining a community, you need to be prepared for the fact that it will not be possible to become a member of any other similar organization. Each association has its own corporate name, which can consist of the names of all its participants with the addition of the phrase “full partnership” or the name of one participant with the addition of the same phrase or “company”.

Founders and constituent documents

The founders of this association can be individual entrepreneurs and commercial firms. The main constituent document is the constituent agreement, the signing of which is mandatory for all participants.

name of the organization being created;
the address where it is located;
in what order the activities will be carried out;
the amount of total contributions;
the amount of the share contribution of each participant;
time of payment of entrance fees;
penalties for violation of this agreement.

In accordance with the constituent agreement, a legal entity is created, the procedure for carrying out general work is decided, and the conditions for the existence of the property of this legal entity are discussed. persons, as well as the conditions on the basis of which the partners carry out their activities.

In addition, the contract is intended to determine the terms under which anticipated profits and losses will be distributed. The agreement also specifies how the procedure for joining and leaving the partnership will proceed.

Number, rights, duties and responsibilities of participants

The main condition for creating such an association is the presence in it at least two participants. Their rights and obligations are determined by the constituent agreement, as well as the amount that each of them is ready to contribute to the common treasury, the so-called share capital.

When making any decision, the general partners proceed from the interests of each of them; each has one vote on the council. The exception is cases when the presence of a vote for all participants is not provided for in the constituent document; in this case, all decisions are made as a result of counting a majority of votes.

In addition to the above, each of them has the right to:

receiving income, the amount of which is commensurate with the amount of the deposit;
participation in all affairs of a legal entity;
obtaining information about the work of the partnership, its financial condition and constituent documents;
obtaining information regarding the distribution of profits received;
property remaining after reorganization;
exit from the association at any time convenient for him.

The responsibility of each general partner is distributed among everyone, regardless of the amount of contribution. This condition assumes that all participants are responsible for each other’s actions not only with their deposits, but also with their personal property.

In addition, they are obliged:

allocate part of financial assets for investment in share capital;
pay at least 50% of the total capital upon entry and pay the rest as soon as possible;
If it is impossible to fully pay the entire amount specified in the constituent document, the participant undertakes to pay a 10% penalty, calculated from the amount of the remaining debt and designed to compensate for the losses of the other partners incurred in the process of existing with incomplete capital.
keep information related to the work of the organization secret if common interests require it;
actively participate in all types of community activities;
not to carry out transactions similar to transactions in which all members of the partnership must take part, on their own behalf.

Activity goals

The purpose of this association is to facilitate entrepreneurial activity in various fields. Thanks to the common capital, the resulting legal entity can conduct business much better than any of the partners could do individually.

Clients' trust in the partnership is higher than in individual representatives of a similar business. The community's activities may be related to construction, the development of new technologies, tailoring on an industrial scale, and the like.

You can learn the procedure for conducting business of such an organization in accordance with the Civil Code of the Russian Federation from the following video:

Controls

The association is managed by all the comrades who formed it, unless otherwise stated in the constituent document. All participants have one vote and have the right to act on behalf of the others. The exception is when the contract stipulates in advance the joint management of all matters.

In this case, when making another transaction that requires a decision, a council of all comrades is assembled.

When conducting business on behalf of the majority, each participant practicing this approach must have a power of attorney signed by the others. If the trust in one of the members is shaken, his powers may be terminated by a court decision, about which a corresponding entry is made in the constituent agreement.

The partnership does not have any management bodies as such, since in most cases the participants act on a common behalf.

Registration procedure

To register, you must provide the following information and documents:

name of the future organization;
the type of activity you plan to engage in;
information on the size of the authorized capital, including the procedure for its payment;
information about the chosen taxation system;
permanent address where the organization is located (it is allowed to indicate the address of rented or non-residential premises);
information about the founders, as well as copies of constituent documents.

In this case you will need to pay approx. 4 thousand rubles. The application for opening is signed by an authorized person and certified by a notary.

Liquidation and reorganization

These procedures are carried out in accordance with Art. 61 Civil Code of the Russian Federation. In addition, this association may be recognized as liquidated if if all members leave it or it consists of one member. The remaining partner has the right to transform the organization into a business company, acting in accordance with the Civil Code of the Russian Federation. This transformation can be carried out no later than 6 months after the actual disappearance of the community.

In addition, liquidation can occur if it is provided for in the memorandum of association. In other cases, the existence of an organization is considered indefinite and not subject to either reorganization or liquidation.

Advantages and Disadvantages

A general partnership has both advantages and disadvantages. Fortunately, there are much fewer of the latter, but they still exist.

So, the advantages of the legal form are:

Additional funds. Thanks to the admission of new members to the association, it receives a lot of additional funds that can be used for the further development of business activities.
Trust. Potential creditors trust such an organization more than firms.

The only, but very significant, disadvantage is the need to pay general debts from your own pocket. Comrades always risk not only their common property, but also their personal property.

An example of the functioning of an organization

As an example, we can cite an association organized, for example, by individual entrepreneurs N. I. Ivanov, V. V. Sokolov and E. P. Myagkova on March 1, 2003. These entrepreneurs formed the general partnership “Ivanov and Co” for the purpose of producing knitted clothing.

During the first period of work, the profit was at least 30,000 rubles. Half of it was distributed in proportion to the amount of earnings, and the rest was divided equally among all participants, as agreed in the memorandum of association.

Recently, it is almost impossible to find such a community, but in the past it was this organizational and legal form of doing business that was most widely used, especially on the American continent and in Russia in the 19th century.

Comparison with a partnership of faith

In addition to full partnerships, there are also limited partnerships, which are also called limited partnerships. The main difference between them is the need to pay bills with personal property if we are talking about the full option, and the absence of such a need in the second case.

Faithful partners always risk exclusively their own contributions, but their personal property remains intact.

If several comrades in faith have joined the full association, the latter do not take any active part in business activities, but are obliged to promptly pay entrance and other fees.

The community of faith has the right to carry out any commercial activity that does not contradict the law, take part in charity, provide marketing and consulting services, and create conditions for the use of the latest scientific and technical innovations.

Other important nuances

Exit from such an organization is unlimited. The participant who leaves the association is paid compensation equal to the estimated value of that part of the joint property to which he can claim. By agreement of the parties, compensation may be replaced by receipt of property in kind.

For example, a friend may demand the return of a personal car, computer, household and agricultural equipment. The amount due is determined based on the balance, which is compiled immediately after the decision to withdraw is made.

In the event of the death of a partner, his property is transferred to his heirs. Moreover, the latter cannot become members of the organization without the permission of all its participants.

As the number of comrades decreases, the size of the share capital increases. The exception is cases specified in the constituent document.

the right to get acquainted with all documentation on the conduct of business, regardless of whether he is authorized to conduct the affairs of the partnership. Waiver of this right or its limitation, including by agreement of the participants of the partnership, is void;
the right to act on behalf of the partnership, except for cases where the constituent agreement provides otherwise;
the right to withdraw from the partnership by declaring refusal to participate in it. An agreement between the participants of a partnership to waive the right to withdraw from the partnership is void;
the right to receive the value of part of the property of the partnership corresponding to the share of the participant in the event of his departure from the partnership.

A participant in a general partnership is obliged to:

participate in the activities of the partnership in accordance with the terms of the founding agreement;
make a contribution to the share capital in the manner and within the time limits established by the Civil Code and the constituent agreement;
without the consent of the other participants, do not carry out transactions on their own behalf in their own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

Composition of participants in a general partnership in principle must remain unchanged throughout its existence. In the event of the departure of one of the partners, the partnership may continue its activities if this is provided for by the founding agreement of the partnership or the agreement of the remaining participants. A special case in which the mandatory existence of an agreement between the remaining participants is provided for is the exclusion of any of the participants from the general partnership. Participants in a general partnership have the right to demand in court the exclusion of any of the participants from the partnership by a unanimous decision of the remaining participants and if there are serious grounds for this, in particular due to a gross violation of his duties by this participant or his revealed inability to conduct business wisely. Provided, however, that the partnership remains at least two participants.

New participants in a general partnership can only be accepted with the consent of the other participants and only as legal successors of the retired participants. The Civil Code of the Russian Federation provides for the possibility of admitting into the partnership the heirs of a retired participant and the legal successor of a reorganized legal entity that was a participant in the partnership before the reorganization (clause 2 of Article 78 of the Civil Code). Along with this, a participant is allowed to transfer his share not only to another participant in the partnership, but also to a third party, if the consent of the other participants is obtained (Article 79 of the Civil Code).

In the usual case, the withdrawal of a participant, if it does not entail its liquidation, leads to a proportional increase in the participation shares of the remaining participants, unless otherwise provided by the constituent agreement or other agreement of the participants (Clause 3, Article 78 of the Civil Code).

Functions of the bodies of a general partnership performed by its participants. The management of the partnership’s activities is carried out by them by general agreement, i.e. unanimously. This deviation in favor of the cooperative principle is caused by the special legal nature of partnerships, which imply an equal risk of liability for the partners, regardless of the size of the contribution made. Nevertheless, the law allows the participants of a general partnership to provide in the constituent agreement for cases when decisions are made by a majority vote. Each participant has one vote, however, the constituent agreement may provide for a different procedure for determining the number of votes of its participants (depending on the contribution made, other circumstances determining the role of the participant in the activities of the partnership).

There are no executive bodies in a general partnership. Each participant in a general partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.

The peculiarities of conducting the affairs of a particular partnership are determined by its constituent agreement, familiarity with the provisions of which, as a general rule, is not the responsibility of other participants in civil transactions. They have the right to rely on the usual procedure for conducting business in the partnership established by the Civil Code. Hence, in relations with third parties, the partnership does not have the right to refer to the provisions of the constituent agreement limiting 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 about the lack of the right of the partnership participant to act on behalf of partnership (paragraph 4, clause 1, article 72 of the Civil Code).

Property separation of a general partnership is relative. On the one hand, it is expressed in the presence of his own property. The constituent agreement, along with general information for this document (clause 2 of Article 52 of the Civil Code), must necessarily contain conditions on the size and composition of the partnership’s share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions. The partnership is required to account for its property on an independent balance sheet and have at least one bank account for conducting monetary transactions.

On the other hand, the profits and losses of a general partnership do not become the property of the partnership (accordingly, they are attributed to its property), but 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.

In the cases specified in the law (for example, when the partnership has signs of bankruptcy or may acquire such in the case of distribution of profits, as well as in the case when the value of net assets becomes less than the size of the share capital), the distribution of profits is prohibited.

Independent property liability of a general partnership accordingly it is also relative. Of course, the partnership is liable to its creditors with the property assigned to it, but the resulting losses of the partnership are ultimately distributed proportionally among its participants. In addition, if the partnership has insufficient property, the participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Moreover, even a former participant bears such responsibility 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. Of course, we are talking only about the obligations that arose during the period of his participation in the partnership. And a participant who is not a founder (accepted by way of succession or alienation of a share) is liable on an equal basis with other participants for obligations that arose before his entry into the partnership (clause 2 of Article 75 of the Civil Code).

Such high requirements for the responsibility of a participant are designed to ensure the financial stability of the partnership in circulation, its reliability in the eyes of creditors, due to which the law prohibits anyone from being a participant in more than one general partnership (Clause 2 of Article 69 of the Civil Code).

On the contrary, the partnership is not liable for the obligations of its participant. Therefore, foreclosure on a participant’s share in the joint capital of a general partnership for the participant’s own debts is allowed only if there is a lack of other property to cover the debts. Creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership’s property corresponding to the debtor’s share in the share capital in order to foreclose on this property. Foreclosing on property corresponding to a participant's share in the joint capital of a general partnership terminates his participation in the partnership, but does not cancel his liability for the obligations of the partnership provided for for a retiring participant (Article 80 of the Civil Code).

Business name of the general partnership must contain either the names (names) of all its participants and the words “full partnership”, or the name (name) of one or more participants with the addition of the words “and company” and “full partnership”.

Liquidation and reorganization of a general partnership have the following features. A general partnership, in addition to the general grounds for liquidation, can also be liquidated in the event that only one participant remains in its composition. However, the Civil Code grants such a participant the right to transform such a partnership into a business company within 6 months. A general partnership is also subject to liquidation in the event of the departure of any of its participants, unless the founding agreement of the partnership or the agreement of the remaining participants stipulates that the partnership will continue its activities.