The minimum number of founders of a limited partnership is. Limited partnership (limited partnership)

To date, there are many types of commercial organizations that differ in their structure, volume and form of ownership. A separate category should include a limited partnership, another name for which is limited. The owners of such companies are business entities, which should be several. What kind of enterprises are these, what are the features of their organization and functioning? What are their advantages and disadvantages?

What is a faith partnership

general information

A limited partnership is an enterprise owned by two or more business entities. Their owners are legal entities, and contributors can be legal and individuals. Such companies can engage in any type of activity, except for those prohibited by law. Their peculiarity is the procedure applied to the distribution of losses and profits, which consists in the principle of proportionality of contributions, to which there are no restrictions on the size and shares. The authorized capital of a limited partnership is determined by agreement of the parties.

Enterprises are payers of income tax. The structure of their formation makes it possible to fully use the opportunities of businessmen, due to the proposals of other entities that are in their ownership. In most cases, such partnerships are formed to invest in own project whose activities are under control. The purpose of the operation is to preserve and increase the invested money, as well as the ability to track their work.

Organizational regulations

The number of company participants is limited to a minimum mark of two business entities. There are no maximum restrictions. The number of persons who can become investors is determined by the founders. It is also within their competence to decide on the percentage of deposits.

Entrepreneurial activity is organized and controlled by shareholders, who are responsible for its results with all the property of the company. Commandists should be more than 20 subjects. They do not take part in the functioning of the company, and their liability and risks are limited to the amount of contributions made. When a partnership is reorganized into a company or cooperative, the founders may be involved in the debt obligations of a company that no longer exists, within two years after the completion of the process of alienating the share of the authorized capital.

Advantages and disadvantages of a faith partnership

Conditions for reorganization, transformation and liquidation

With changes in the composition of participants, the company may continue its work, be transformed or liquidated. To continue activities, it is necessary to ensure the presence of a regulated number of equity holders and investors. The reorganization process is carried out according to a standard algorithm defined at the legislative level. The procedure can be carried out according to the scheme of division, accession, merger or separation.

The transformation of a company is possible into an entrepreneurial entity of any legal form. With the disposal of all equity holders, the liquidation of the company or its transformation into a general partnership is initiated. The company is liquidated by force in the following cases:

• death of one of the founders with their total number of two subjects;
• recognition of a comrade as incapacitated, bankrupt or missing;
• liquidation of a participant as a legal entity;
• a creditor's claim against a partner with a financial claim to his share.

Who benefits from working in the perspective of a partnership of faith

Affiliate business is relevant among representatives of law firms, investment funds and organizations specializing in the service sector. These types of activities and forms of ownership make it easiest to attract investments, due to the minimum risk and the responsibility that is relevant for the founders.

How can you call a partnership on faith, the Civil Code of the Russian Federation

The positions of normative acts regulate the rules for forming the names of partnerships. It may contain the names of contributors with the phrase "limited partnership" or "company". If the name of a limited partner is used when forming the name of the organization, then he is transferred to the rank of shareholders.

The forms of doing business that are most familiar to the Russian layman are LLC, CJSC and OJSC. However, the Civil Code of the Russian Federation allows for entrepreneurial activities in the framework of several other noteworthy statuses. One of them is a fellowship of faith.

Concept definition

So, business in Russia can be conducted within the framework of several organizational and legal forms, one of which is a limited partnership. Its status is enshrined in the Civil Code, which says that it is an association (between individuals or organizations), which is based on mutual trust and does not need unambiguously strict legal consolidation of relations. Along with ordinary participants - entrepreneurs - a limited partnership includes persons of special status - contributors. They assume the risk of possible losses that are associated with a business under this legal form, but not more than the amount of deposits. These individuals are not involved in entrepreneurial activity partnerships. Another name for contributors is limited partners. This is the reason for the second official name of the limited partnership.

OPF features

The contributions provided for by this legal form of doing business can be made not only in the form of money, but also, for example, by providing warehouses, offices, cars for use by the partnership. Limited partners can thus positively influence the improvement of the business infrastructure. Experts note that it is not uncommon for a partnership to have additional investors and partners thanks to the work of contributors. At the same time, limited partners must be confident in the people to whom they transfer funds. The partnership operates on the basis of the founding agreement.

More about contributors

A partnership in faith is first and foremost a business. Therefore, much in the work of this legal form of entrepreneurship depends on the turnover of capital, and therefore on direct activity limited partners - investors. The latter make property contributions aimed at replenishing the authorized capital of a company based on trust. The deposit of money by the limited partner is confirmed by the certificate that he receives in his hands. According to the Civil Code of the Russian Federation, a limited partner is endowed with a number of rights. He can receive a part of the partnership's proceeds in relation to the share of the contribution in the authorized capital. The limited partner has the right to study the annual reports and financial documents on the activities of the company. He can transfer his own share in the authorized capital (in whole or in part) to other investors. The Civil Code of the Russian Federation also states that other rights of a limited partner may be included in the foundation agreement of a limited partnership. Some experts believe that this legal form of doing business is especially convenient for those who are ready to provide loans.

Specificity of responsibility and management

A number of lawyers believe that a limited partnership is in some way an intermediate business format. On the one hand, it is similar to LLC. On the other hand, it has a number of features characteristic of full partnership. One of the hallmarks is responsibility. In a limited partnership, the participants are liable with their property in accordance with the charter. Contributors - carriers of only limited liability (within the share that is invested in the common capital). In turn, direct entrepreneurs who are members of a limited partnership bear full property liability. It is worth noting that limited partners are not entitled to manage the business - they can only make a profit.

Who is comfortable using

According to some experts, the limited partnership, which was first enshrined in law back in 1991, is not very popular in Russia. However, despite this, many entrepreneurs use this form of business due to some of its advantages. First, a limited partnership can be formed with a minimum number of members. Two are enough: the first will conduct business, the second will be a contributor. Secondly, a partnership based on faith is a universal tool, according to a number of lawyers. On the one hand, it can attract the attention of wealthy investors who are happy to invest in profitable business. On the other hand, people who do not have large financial possibilities, but able to offer the market an interesting, commercially significant idea.

About a general partnership

People who enter into a faith partnership fall into two categories. The first are entrepreneurs who conduct business as such. The latter are contributors who provide financial support for the work of the former. Entrepreneurs have a name formalized by law - “full comrades”. This term gave the name to one of the legal forms of doing business - a general partnership. It is quite close to the limited one both in terms of the actual structure and in terms of legal regulation. General partnerships and limited partnerships are, in principle, governed by general or neighboring sections of the Civil Code of the Russian Federation. The main difference between the first and the second is in the role of limited partners. There are no people with this status in a general partnership - the participants themselves are the contributors, they are also responsible with their property. The proceeds and expenses of a general partnership must be distributed among the founders of this form of business according to their shares in the capital.

Comparison of general partnership and LLC

A general partnership, on the one hand, has signs of similarity with a limited liability company, on the other hand, it has fundamental distinctive features. Let's spend a small comparative analysis these two legal forms of doing business. First, the requirements for liability are very different. Participants in an LLC do not bear any property obligations at all, and entrepreneurs in a general partnership do this in full. Moreover, this obligation is assigned to them within two years after leaving the business, and the solidarity principle also applies: if the organization does not have enough money in the capital, then the participants will be liable with property. Secondly, an LLC can have any name that is not prohibited by law, and the name of the partnership can be only the names of the participants (which may be joined by the phrase “and the company”). Thirdly, there are differences in the authorized capital. If for an LLC its minimum size is 10 thousand rubles, then for a general partnership the value is not established by law. Participants determine it themselves in the contract. One citizen can create several LLCs, but only one general partnership.

Regulatory features

It is interesting that both types of partnerships: full and limited partnerships are regulated by the same norms of the Civil Code of the Russian Federation. The requirements for the foundation agreement, for example, are the same: data on the amount of contributions must be indicated. As mentioned above, a limited partnership includes general partners - they actually perform the same functions as if they were participating in the activities of a company with a consonant legal status. The main criterion that distinguishes the two forms of doing business is the work of limited partners. In the kind of partnership that is based on faith, the contributor is the non-acceptor. active participation investor in business management. Thus, there is, relatively speaking, a “bank” and a “client”. In a general partnership, there is no limited partner at all - its functions are absorbed by the participants. The "client" in this case has his own money, he does not apply to the "bank".

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1. A specific feature of a limited partnership (limited partnership) is that it consists of two groups of participants occupying different positions in the partnership and having different rights and obligations. The activities of a limited partnership are determined by its participants who are full partners. Their position is similar to the position of participants in a general partnership. Another group is contributors (limited partners) who do not participate in the business activities of the partnership (Article 82 of the Civil Code). However, it should be considered that investors passively participate in the business activities of a limited partnership: they make their contributions to the share capital, taking part in the creation of the partnership's material base, but their entrepreneurial risk is limited only by the amount of the contribution made to the share capital.

The company name of a limited partnership should provide participants in civil transactions with accurate information about the nature of the organization, indicating the name (name) of general partners in accordance with paragraph 4 of Art. 82 GK. The name (title) of the contributor shall not be included in the corporate name. The inclusion of the name of the investor in this name means that he becomes a general partner, but this requires his consent. Otherwise, the assignment to the depositor of duties and responsibilities assumed by general partners will not give the desired legal consequences for third parties and must be declared invalid by the court.

The basis for the emergence and operation of a limited partnership is the memorandum of association - the only founding document, which is signed by all general partners; contributors are not considered founders of a limited partnership (Article 83 of the Civil Code). However, investors are not prohibited from participating in the development and discussion of the memorandum of association. AT memorandum of association the size of the contribution of each of the general partners is determined, but according to Art. 83 of the Civil Code, it is mandatory to fix only the total amount of deposits made by depositors. As part of the aggregate size, the contributions made by individual contributors may be unequal. It is possible to fix in the memorandum of association the amounts of contributions of limited partners, to establish them equal.

2. The share capital of a limited partnership is formed from the contributions of general partners and limited partners. Conditions on the amount of contributions, composition, terms and procedure for their introduction by general partners must be specified in the memorandum of association. The condition on the composition determines in what form the contribution is made - in money or in the form of some other property value (objects, services, exclusive rights, etc.). With regard to the deposits of limited partners, the Civil Code does not contain mandatory requirements, giving the drafters of the foundation agreement the opportunity to independently determine the conditions for making contributions that are desirable for the partnership being created.

3. The management of the affairs of a limited partnership is carried out by general partners. The latter establish the management procedure according to the rules of the Civil Code on a full partnership (Article 84 of the Civil Code). The creation of a special governing body is not provided for by law, but just as in a full partnership, by common agreement of the full partners, management may be entrusted to one or more of them. Acting on behalf of the partnership in relations with third parties, each general partner essentially plays the role of an organ of a legal entity. What form to give to the activities of several managers depends on the discretion of the signatories of the foundation agreement - it is possible that, for example, the board of the partnership will be formed.

Contributors in a limited partnership are not entitled to participate in the management and conduct of business. They can act in circulation on behalf of the partnership only by proxy, like any third party. At the same time, contributors can exert some informal influence on the activities of the partnership by informing general partners of their opinion, for example, after reading the annual reports and balance sheets of the partnership.

4. The rights and obligations of general partners in a limited partnership are similar to the rights and obligations of participants in a general partnership. For depositors, the rights and obligations are defined in Art. 85 GK. The only obligation of the investor, provided for by the Civil Code, is to make a contribution to the share capital. Its execution can be specified in the memorandum of association (the size of the contribution, installment or deferment of its contribution, etc.), and the confirmation of the execution is the certificate of participation issued by the partnership to the investor. The certificate should be considered as a receipt for the deposit, not related to the category of securities.

The main interest of the contributor in a limited partnership is to make a profit on the invested capital. Accordingly, the law defines his rights. The procedure for issuing a part of the partnership's profit to investors is provided for by the founding agreement. As a rule, this payment is timed to coincide with the end of the financial year and is made on the basis of the annual report and balance sheet data. Compliance with the interests of the investor is ensured by granting him the right to get acquainted with the annual report and the balance sheet of the partnership. From these documents, the investor can obtain information about the profit of the partnership, its share intended to be paid to investors, and the amount of payment due to his share in the share capital.

The Civil Code did not provide for the rights of investors to exercise current control over the activities of the partnership. However, one should agree with the remark of G.F. Shershenevich that "... one cannot deny them the right to demand that the court examine the books at any time, if they present solid reasons for suspecting the good faith of the stewards" * (140).

The investor has the right to dispose of his own contribution. At the end of the financial year, he may withdraw from the partnership and receive his contribution in the manner prescribed by the memorandum of association. The investor has the right to transfer his share in the share capital or part of it to another investor or to a third party. The consent of the general partners for such a transfer is not required. In the event that the investor sells his share to a third party, the remaining investors enjoy the pre-emptive right to purchase in the manner prescribed for limited liability companies, paragraph 2 of Art. 93 GK. Full partners do not enjoy this right.

The memorandum of association may provide for other rights of contributors. These rights must be related to the activities of the partnership. If, for example, the partnership conducts trading activities, has its own shops, depositors may be granted the right to extraordinary service, to financial benefits compared to other clientele. Similar rights of investors are also allowed in partnerships engaged in transport service, etc.

5. Liquidation of a limited partnership is possible on the grounds provided for in Art. 81 of the Civil Code for the liquidation of a general partnership, as well as in the event of the withdrawal of all investors. The remaining general partners have the right to transform a limited partnership in which there are no contributors left into a general partnership. However, if at least one full partner and one contributor remains in a limited partnership, it can continue its activities (Article 86 of the Civil Code).

In limited partnerships, the risk of entrepreneurial activity lies mainly with the general partners. Therefore, in the event of liquidation of a partnership, including in the event of bankruptcy, investors enjoy a priority right over general partners to receive contributions from the property of the partnership, but after satisfying the claims of the partnership's creditors. If, after all the above payments, some property remains in the liquidated partnership, it is subject to distribution among the general partners and investors in proportion to their shares in the share capital. This rule equalizes the rights of general partners and investors, and their agreement on a different distribution procedure, provided for in par. 2 p. 2 art. 86 of the Civil Code, makes legally significant the will of contributors on an issue that falls within the competence of general partners. Consequently, at the stage of liquidation of the partnership, the rights of contributors are expanded.

The current legislation provides for the right to exercise different types commercial activities by forming organizations with authorized capital, which are divided among their participants. One such type of business is the limited partnership. About what it is, how it is formed, the composition of its founders will be discussed in the article.

What is a faith partnership?

A limited partnership is a partnership where, together with its participants, who are engaged in entrepreneurial activities on behalf of the organization and are liable for the obligations of the organization with their own property (general partners), there are one or more contributors (limited partners) who bear the risks of losses, which may incur partnership due to the specifics of their activities, within the amount of invested funds, but not involved in the implementation of entrepreneurial activities.

The status of such an organization is enshrined in the Civil Code of the Russian Federation. It must include at least two participants, one of which is a full partner, and the second is a limited partner. At the same time, individual entrepreneurs and commercial structures can be full partners, and organizations and individuals can be limited partners.

Founders and founding documents

The founders of the partnership can be:

• persons engaged in business activities;
• legal entity;
• RF and its subjects;
• any state or municipal institution, but only after obtaining the permission of the owner of the property (state, subject of the federation or municipal district).

The partnership may not include a state or municipal authority, or other categories of citizens, if the law imposes a ban on them. In this case, one person can be a member of only one partnership.

Any founder is vested with the authority to participate in the activities of the organization, the distribution of its income, has the right to be elected to the governing body.

The main founding document of a partnership is the foundation agreement concluded between its participants. It must contain the following information:

• a name beginning with the phrases “General partnership” or “Finance partnership”;
• legal and actual address;
• the subject of the activity of the structure, its goals, functions and tasks;
• the rules under which the business will be conducted;
• responsibility of all parties;
• the amount of contributions to the Criminal Code of each comrade, the timing of their payment and the procedure;
• other points (the order of inclusion of new comrades, the amount of their contributions, etc.).

This document complies with the charters of other forms of ownership. It reflects all the nuances of doing business, which are associated not only with the commercial direction, but also organizational and legal.

It is the agreement that regulates the procedure for joining the structure of all persons, leaving the organization, the amount of deposits, etc.

Authorized capital and its size

The size of the authorized capital (UK) is also regulated by the Civil Code of the Russian Federation. For such a partnership, the minimum value of the charter capital must be at least 100 minimum dimensions wages.

At the same time, with regard to maximum size no restrictions on the part of the authorities state power no. The only nuance is common sense investors who are liable with their property for the obligations of the company. Therefore, when forming the Criminal Code, this fact must be taken into account.

A contribution to the Criminal Code is made not only in cash, but also in property, securities, rights, that is, everything that has a monetary value. Before the final registration of the partnership, each of the participants must make a 50% contribution, and the remaining part is paid in accordance with the terms prescribed in the terms of the memorandum of association.

Activity goals

The main goal of the activities of a limited structure, like any other commercial organization- Receiving a profit. At the same time, business is conducted on the basis of the regulatory framework of the Russian Federation. Before starting business activities, the partnership goes through a licensing procedure.

This form is most often represented by a small or medium-sized organization. There are also larger partnerships, but the standard number of people is usually 2-3. They are doing business together.

A common area of ​​activity is small business. For example, a small financial company or a bank.

The governing bodies of a limited partnership

The main governing body is the meeting of participants. A chairman is appointed to lead the meeting. He is chosen from among the members.

In charge general meeting there is a decision to change the amounts of the authorized capital, issues related to the reorganization or liquidation of the partnership, the selection of a director, commissions for the implementation of audits, the approval of annual reports, the procedure for distributing income, etc.

The director is elected at the general meeting by all its participants. Authority passes to the one who recruits large quantity votes.

The main function of the director is executive. His responsibilities include:

• resolving issues related to the implementation of current business activities;
• interviewing employees, hiring and firing them;
• opening bank accounts;
• conclusion of contracts with contractors;
• organization of accounting and reporting;
• issuing orders, etc.

State registration

Like any other form of entrepreneurial activity, a limited partnership undergoes mandatory state registration. To do this, an application is submitted to the appropriate body with the accompanying documents (decision on creation, minutes of the general meeting, agreement, document confirming payment of the state fee, etc.).

The main document is the minutes of the meeting. It is drawn up by the secretary, signed by the head and the person who took part in its creation. Contains the following information:

• date, time, place where the meeting was held;
• information about all participants of the meeting;
• all issues that were put forward for discussion, the results of the voting;
• data on those who were involved in the counting of votes;
• if available, information about the persons who opposed the voting results and demanded that their claims be recorded in the minutes of the meeting.

The decision to establish a partnership must contain information on the property shares of each participant, a list of founders, information on the formation procedure and size of the capital.

In addition, the following documents must be submitted for registration:

• copies of passports of all participants, including depositors;
• TIN of all participants;
• if the participants are legal entities, then information from the Unified State Register of Legal Entities.

The approximate cost of registration is 4,000 rubles.

The procedure for the reorganization and liquidation of a limited partnership

The main reasons for which a partnership may be reorganized or liquidated are:

• leaving the organization of all members;
• departure of at least one full comrade;
• recognition of at least one full comrade as completely incompetent or missing;
• the partnership went bankrupt;
• a company owned by at least one general partner has been liquidated;
• on the basis of a court order, property belonging to a general partner was recovered.

Any of the above reasons is the basis on which the partnership may independently demand liquidation, but only after it has fully fulfilled all obligations to the interested parties.

If the liquidation was caused by bankruptcy, then each of the participants has the right to gradually receive the invested funds.

A partnership may be reorganized into a form of ownership from the following list:

• general partnership;
• LLC or ALC;
• cooperative.

The reorganization may be carried out by merger, transformation, spin-off, acquisition or division.

Any decision related to the reorganization is made by the decision of the meeting or authorized members of the partnership. In this case, it is necessary to collect 50% of the votes.

Conclusion

A limited partnership is one of the first organizational and legal forms of doing business. Previously, such organizations were very common. Today they are extremely rare, because the risk of each of the participants remains considerable. At the same time, members receive practically no guarantees regarding the safety of their own financial resources. Especially when it comes to investors who invest a lot of money in a business, but do not have any rights to manage it.

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Faith partnership

A limited partnership is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - contributors (limited partners) who bear the risk of losses associated with the activities of the partnership , within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership (clause 1 of article 82 of the Civil Code).

Being a kind of business partnership, a limited partnership has all the features of the latter. Therefore, we consider the special features of a limited partnership.

The complex subject composition of the partnership. On the one hand, a limited partnership includes general partners, on the other hand, fellow contributors (limited partners). The status of general partners has already been considered earlier, and therefore we turn to legal status limited partner. First of all, we note that fellow contributors can be individuals and legal entities, and not necessarily engaged in entrepreneurial activities.

Limited partners, unlike general partners, bear the risk of losses associated with the activities of the partnership, within the limits of the amounts they have contributed. In this capacity, fellow contributors are at the level of the status of participants in a limited liability company.

Further, limited partners are completely removed from the management and conduct of business of a limited partnership. These are the powers of full partners (Article 84 of the Civil Code). Moreover, investors are not entitled to challenge the actions of general partners in managing and conducting business of the partnership.

A limited partnership is created and operates on the basis of memorandum of association, which is signed by all full partners (Article 83 of the Civil Code). Commenting this rule, in the literature, attention has rightly been paid to some controversial points.

The first point: can investors sign the memorandum of association in order to determine their relationship with general partners? I must say that the Civil Code (clause 1, article 83) does not prevent this, but arbitrage practice positively evaluates such conditions of the contract.

Indeed, if the structure of the memorandum of association in this situation does not suit the general partners for any reason, then another agreement (for example, an agreement on participation in a partnership) between general partners and limited partners can be used. The second point is connected with the application of the rule of the second paragraph of paragraph 1 of Art. 86 of the Civil Code Regarding the liquidation of a limited partnership, the Code states that a partnership is preserved if at least one general partner and one investor remains in it. Unexpected angle!

A limited partnership is a contractual association of persons. For his existence necessary condition is the presence of at least two full partners. Otherwise, its activities are terminated.

Rights and obligations of a contributor to a limited partnership(Article 85 of the Civil Code). The Code calls the only obligation of the investor - to contribute to the share capital, which is certified by a certificate issued to the investor by the partnership. The specified certificate is necessary only when there is no agreement (constituent agreement) between general partners and investors. If such an agreement exists, then the actual need for a certificate disappears.

The list of rights of depositors, provided for by Art. 85 of the Civil Code, is not exhaustive. The last paragraph 85 expands the possibilities of the founding agreement of a limited partnership, which may contain other rights of contributors. In a word, the thesis that general partners and investors have the right to use the structure of the founding agreement of a partnership is once again confirmed.

The rights of the partnership's investors are equal (identical) in scope. With the help of the agreement, the participants of the partnership can expand their list (number) for contributors. In our opinion, additional rights can be established both for all contributors and for specific contributors. There is no prohibition on such differentiation of rights.

In particular, the contributor of a limited partnership has the right: a) to receive a part of the partnership's profit due to his share in the share capital; b) get acquainted with the annual reports and balance sheets of the partnership; c) at the end of the financial year, withdraw from partnerships and receive their contribution in the manner prescribed by the memorandum of association; d) transfer his share in the share capital or part of it to another investor or a third party. Let's look at some rights.

The investor can count on receiving exactly part of the profits of the partnership. Moreover, the distribution of profits occurs according to other rules than the distribution of profits between general partners (clause 1, article 74 of the Civil Code). As noted earlier, the profit of a general partnership is distributed among its participants in proportion to their shares in the share capital.

In the case under consideration, such a possibility is allowed when not all, but only part of the profit of the limited partnership is subject to distribution. The share of profits to be distributed among the partners of the partnership may be determined in the memorandum of association. As a result, limited partners may receive an insignificant part of the partnership's profit (for example, 1/10), and the remaining part of the profit may be reserved for general partners.

Please note that the investor has the right to withdraw from the partnership and receive his contribution only at the end of the financial year. In contrast, a general partner has the right to do this at any time (with a prior notice of at least six months in advance). Liquidation of a limited partnership(Article 86 of the Civil Code). First of all, we note that a limited partnership is liquidated by common grounds provided for in Art. 61 of the Civil Code In addition, the partnership is subject to liquidation on the grounds of liquidation of a full partnership (Article 81 of the Civil Code). And, finally, a limited partnership can be liquidated on special grounds, which are formulated in Art. 86.