For individual participants (team members, investors) more attractive from the point of view of responsibility is participation in the creation of a limited partnership or limited partnership. Limited partnership along with participants complete comrades ), available one or more participants (investors, limited partners ), which carryrisk of loss related to the activities of the partnership,within the amounts contributed by themdeposits and not take part V implementation partnership .

Name of this type of business partnership comes from the French "commandant" - to dispose, to command. It is also called a partnership of faith, commenda. Initially widespread in the Middle Ages, expressed only in commodity form . The merchant, who did not take part in the voyage, entrusted the goods for trading to the merchant setting off on a trading voyage. The profit received from the sale of such goods was distributed proportionally between these persons (3:4 and 1:4, respectively). Then the commenda acquired a monetary form. It was used by priests and aristocracy not directly involved in trade.

In matters common to the general partnershipstandards apply regulating the organization and activitiesgeneral partnership .

TOdistinctive features limited partnerships include:

  • 1) association of persons and capital;
  • 2) contractual association;
  • 3) personal trust of general partners and limited partners in general partners;
  • 4) two types of participants, i.e. general partners and investors (limited partners). In this case, unlike a general partnership, a member can beand non-profit entity ;
  • 5) the obligation of personal participation in activities applies only to general partners; for investors this is only a right .

Some scholars believe that a limited partnership ismixed form of business partnership . With this to a certain extent we can agree . On the one hand, the legal status of this organization is partially regulated by the rules relating to a general partnership, on the other, it has “its own” rules relating only to a limited partnership (regulating the status of investors). In addition, this organization includes must be included complete comrades(as in a general partnership) and limited partners(which are not provided for in other types of business partnerships).

The minimum number of participants in a limited partnership, like a general one, is two: one general partner and one limited partner.

Brand name limited partnership must contain the names (titles) all full comrades and the words “limited partnership”, or the name (name) at least one full partner with the addition of the words " and company " and "limited partnership". If the business name of a limited partnershipthe name of the depositor is included with his consent, such an investorbecomes a full comrade .

A limited partnership is created and operates basedconstituent agreement , which signed by all general partners and must be approved by the investors . The memorandum of association of a limited partnership must contain, in addition to general information above terms about:

  • 1) the size and composition of the authorized capital of the partnership;
  • 2) the amount and procedure for changing the shares of each of the general partners in the authorized capital;
  • 3) the amount, composition, timing and procedure for making contributions;
  • 4) liability for violation of obligations to make deposits;
  • 5) the total amount of deposits made by investors .

A person can be a general partner in only one limited partnership . A general partner in a limited partnership cannot be a participant in the general partnership.

Control activities limited partnership is carried out complete comrades .

, since this does not contradict the legislation on limited partnerships.

Asinvestors can performcitizens, commercial and non-profit organizations .

Any citizen has the right to be an investor in a limited partnership , however for certain categories of citizens are established by lawrestrictions. For example, in accordance with Art. 22 of the Law on public service, a civil servant is obliged to convey in accordance with the procedure established by lawin trust management under state guaranteefor a while passing the stateservices located in hisownership of participation shares (shares, rights)in the authorized capital of commercial organizations , except as provided by law.

Investors are not entitled to participate in management affairs of a limited partnership. They can speak on his behalf nothing less thanby proxy .

Limited does not have the right to challenge the actions of general partners . But he has the right :

  • - receive a share of the profits partnership due to its share in the authorized capital;
  • - read annual reports and balance sheets of the partnership;
  • - at the end financial year leave the partnership and receive your contribution;
  • - transfer your share in the authorized capital or part thereof to another investor or third party. Investors have a preferential right to purchase shares in the partnership over third parties. In this case, the status of a full partner can be correlated with the status of a third party.

It appears that the limited partner, without managing the activities of the partnership, may take personal part in its activities . Firstly, the investor’s ability to act on behalf of the partnership (but by proxy), secondly, he is not prohibited express your opinion, object on certain issues of the organization’s activities, give adviсe, implement control(including through familiarization with reports And balances), carry out technical actions(typing documents) for the benefit of the partnership, consult regarding transactions, etc. .

Investor of a limited partnership must make a contribution to the authorized capital. Making a contribution certified by a certificate of participation issued to the investor by the partnership.

Unlike a complete comrade, a limited partner cannot be expelled from a limited partnership . This is due to the fact that his participation is mainly associated only with making a contribution in the authorized capital and has only property nature .

A limited partnership also provides for the possibility of foreclosure on a participant’s share for the latter’s debts to third parties . The order and features are mainly similar to those that occur in a general partnership . However, it should be noted that in a limited partnership there are such members as investors. They are in this organization are considered, most often, as investors , and nothing more. Legislation does not require allocation of the investor's share in a limited partnership.

However, legislatively The size of the investor’s share is not fixed, as well as the procedure for determining it . On exit such a participant receives not the value of the property corresponding to it share in the authorized capital of this organization,A he gets it back(at the end of the financial year) contribution made by him (which, of course, is not the same as the concept of share). That's why it seems necessary to legislate the procedure for determining the share of the investor in the authorized capital of a limited partnership.

After all invested funds in the process of the organization’s activities participate in turnover and, possibly, general partners receive profit from them , i.e. the organization's profit grows, and, consequently, the amount of profit attributable to the share of general partners increases. But investors, having no sharedo not receive anything from the successful activities of the partnership . It is possible, at a minimum, equate the contribution to the share in the authorized capital determined at the time of entry of the investor members of this organization. If the amount of profit attributable to the share increases, then the increased cost of the share is paid.

A if the amount of profit attributable to the share falls (i.e. the activity will be unsuccessful), then pay a share in the amount of the contribution made . The last provision is explained by the fact that the investor himself, usually does not participate in the activities of the partnership, does not manage its activities, therefore all ineffective actions relate to general partners (related to the reduction of the authorized capital), and the commander cannot do it for them (it seems that it shouldn’t) answer and bear losses . This position will act as a kind guarantee of return of deposits limited partners to the authorized capital of the partnership.

Limited partnership liquidated upon disposal everyone who took part in itinvestors And on the grounds of liquidation of a general partnership . However, it is preserved if at least one general partner and one investor remain in it .

General partners have the right instead of liquidation convert limited partnershipinto a general partnership, andto a unitary enterprise , if there is only one participant left.

Upon liquidation of a limited partnership, including in the event of economic insolvency (bankruptcy), investors have a priority right over general partners to receive contributions from the property of the partnership remaining after satisfying the claims of its creditors .

The property of the partnership remaining after this is distributed among the general partners and investors in proportion to their shares in the authorized capital, unless a different procedure is established by the constituent agreement or agreement of general partners and investors. Thus, during liquidation, in contrast to exit from a limited partnership, investors have more rights to its property, because upon liquidation, the balance is distributed between general partners and investors (in this case they have equal rights with general partners)proportionally theirshares in the authorized capital, and upon exit, the investor can only claim his share (i.e., as much as he contributed, so much will be given back).

This form of partnership . One of reasons for this probably is that this organizational and legal form was recognized by law relatively recently . Besides, there are no explanations or instructions for using this form . In this case, a partnership of faith can bring together people without capital and those with promising ideas with rich people who have free money and do not want to engage in entrepreneurial activity . There may be other options for using this form of management.

Thus, limited partnership a partnership is recognized 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 all their property (i.e. complete comrades), there are 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 contributions made by them and do not participate V implementation partnership entrepreneurial activity.

Participants who are general partners in a limited partnership are subject to unlimited liability for the debts of the partnership, and for depositors - limited, within the limits of their contributions. General partners who risk all their property have correspondingly greater rights. Only they have the right to make decisions related to the use of common property, only they manage economic activity partnership. Investors do not have voting rights; they can only count on the percentage of profits established in the agreement.

The remaining profits are divided among the general partners.The minimum number of participants in a limited partnership, like a general one, is two: one general partner and one limited partner.

The rules on general partnerships apply to a limited partnership., since this does not contradict the law on limited partnerships. Citizens, commercial and non-profit organizations can act as investors. Limited(depositor) is not an individual entrepreneur. Limited partnership is liquidated upon the departure of all investors participating in it. However, a limited partnership remains if at least one general partner and one investor remain in it.. This form of partnership did not arouse active interest among entrepreneurs.

According to the current legislation, the right to exercise different types commercial activities by forming organizations with authorized capitals that are divided among their participants. One such type of business is a limited partnership. What it is, how it is formed, and the composition of its founders will be discussed in the article.

What is a partnership of faith?

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 organization’s obligations with their own property (general partners), there are one or more investors (limited partners) bearing the risks of losses that may be incurred by the partnership due to the specifics of its activities, within the limits of the amounts of invested funds, but not participating in the implementation of entrepreneurial activities.

The status of such an organization is enshrined in the Civil Code of the Russian Federation. It must have at least two participants, one of whom is a full partner, and the second is a limited partner. In this case, full partners can be individual entrepreneurs and commercial structures, and limited partners can be organizations and individuals.

Founders and constituent documents

The founders of the partnership can be:

  • persons engaged in business activities;
  • legal entity;
  • Russian Federation and its constituent entities;
  • any government or municipal institution, but only after obtaining permission from the owner of the property (state, federal subject or municipal district).

The partnership cannot include a state or municipal government body, or other categories of citizens if the law prohibits 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, distribute its income, and has the right to be elected to the governing body.

The main constituent document of a partnership is the constituent agreement concluded between its participants. The following information must be included here:

  • a name beginning with the phrases “General Partnership” or “Limited Partnership”;
  • legal and actual address;
  • the subject of the structure's activities, its goals, functions and objectives;
  • the rules on the basis of which business will be conducted;
  • responsibility of all parties;
  • the amount of contributions to the management company of each partner, the timing of their payment and the procedure;
  • other points (the procedure for including new partners, the amount of their contributions, etc.).

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

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

Authorized capital and its size

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


However, there are no restrictions on the maximum size from government authorities. The only caveat is the common sense of investors who are responsible for the company’s obligations with their property. Therefore, when forming the management company, this fact must be taken into account.

A contribution to the management company 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 50% of the contribution, and the remainder is made according to the deadlines specified in the terms of the constituent agreement.

Objectives of activity

The main goal of a limited partnership, like any other commercial organization, is to make 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 average organization. There are also larger partnerships, but the standard number of people is usually 2-3. They are engaged in joint business.

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

Governing bodies of the limited partnership

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

The scope of the general meeting is the adoption of decisions on changes in the amounts of the capital, issues related to the reorganization or liquidation of the partnership, the selection of a director, commissions for audits, approval of annual reporting, the procedure for the distribution of income, etc.


The director is elected at the general meeting by all its participants. Power passes to the one who gets the most votes.

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

  • resolving issues related to the implementation of current business activities;
  • conducting interviews with employees, their hiring and dismissal;
  • opening bank accounts;
  • concluding agreements with counterparties;
  • organization of accounting and reporting;
  • issuance of 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 relevant authority with accompanying documents attached (decision to establish, minutes of the general meeting, agreement, document confirming payment state duty, and 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 in the meeting;
  • all issues that were put forward for discussion, the results of the voting;
  • information about those who counted votes;
  • if available, information about persons who opposed the voting results and demanded that their claims be included in the minutes of the meeting.

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

In addition, the following documents are submitted for registration:

  • copies of passports of all participants, including investors;
  • 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.

Procedure for reorganization and liquidation of a limited partnership

The main reasons why a reorganization or liquidation of a partnership may be carried out are:

  • resignation of all members from the organization;
  • departure of at least one full partner;
  • recognition of at least one general partner 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 that belonged to a general partner was recovered.

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


If the reason for liquidation is bankruptcy, then each of the participants has the right to gradually receive the invested funds.

The partnership can be reorganized into a form of ownership from the following list:

  • general partnership;
  • LLC or ODO;
  • cooperative

Reorganization can be carried out by merger, transformation, separation, accession or division.

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

Conclusion

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 participant remains considerable. At the same time, members receive virtually no guarantees regarding the safety of their own financial resources. Especially when it comes to investors who invest considerable funds in a business, but do not have any rights to manage it.

10 minutes to read. Views 360 Published 07/15/2018

Business entities differ in the form of company ownership, internal structure and volume. Limited partnerships, which are called limited partnerships, are one of the forms of enterprises whose management includes several legal entities. Main feature such organizations have the opportunity to use any amounts Money as the authorized capital of the company. Income and losses of such enterprises are distributed according to the proportions of investments of all participants in the partnership. In this article we propose to discuss key features the legal structure of the commercial entity under consideration.

Business partnerships can be created in the form of a general partnership and limited partnership

What is a “fellowship of faith”

According to regulations, this commercial entity can conduct business in any industry that does not violate the rules of current legislation.

The management team of such an organization includes legal entities. Investors are private citizens and third-party organizations that receive limited partner status. The internal fund of these enterprises includes capital based on membership fees. This means that equity capital contains funds from both full members (legal entities) and limited partners. The full members, serving as the founding board, draw up a "Memorandum of Association" which sets out the level of capital percentage and the number of people acting as investors. It should be noted that regulatory authorities put forward a number of requirements for such companies. According to established rules

, the total number of limited partners should not exceed twenty people. To create such an organization, it is necessary that the founding council include at least two legal entities.

Members of the founding board bear financial, debt and tax responsibility for the functions of the company. From this we can conclude that both the material assets of the company and the personal property of its owners can be used to cover debt obligations. Persons acting as partial members cannot participate in the management of the business. The liability of these persons is limited to the amount of investment in the general business.

The eighty-second article of the Civil Code provides a number of rules related to the name of such organizations. According to the established procedure, the names of these organizations may include:

  1. A combination of the phrase “partnership of faith” and the name of one of the members of the founding council.
  2. A combination of the name of one of the investors and the phrase “and company.”

It is important to note that if the name of the organization indicates the name of one of the partial members, then this person receives the status of a shareholder. The process of reorganizing such companies into various societies (LLC, JSC, ODO). In this case, the persons acting as founders continue to bear financial responsibility for the reorganized partnership for two years. As a rule, this form of entrepreneurship is chosen by companies providing legal services and those organizations that conduct investment activity . Home distinctive feature


The legal form under consideration is to minimize risks for persons acting as investors.

The creation of such an organization allows aspiring entrepreneurs to attract additional capital to their business, which will be used to develop new markets and promote the company.

A general partnership is a commercial organization whose participants have entered into an agreement among themselves to create an enterprise for jointly conducting certain business activities.. The main difference between a faith society is its structure, which consists of two groups. Such companies are created by founders who receive the status of general partners. The first task of the members of the founding council is to determine the amount of financial resources necessary for economic activity. In order to create a company, a “Memorandum of Association” is used, which is formed by persons acting as founders. It should be noted that in the case of a “limited partnership” there is no need to create an internal charter of the company. The considered form of business implies complete absence controlling and executive structures within the company.

It is important to emphasize that adjustments to the “Memorandum of Association” are made by agreement between all founders.

Also, each shareholder is given the right to apply to the judicial authorities in order to make amendments to the document in question. As a rule, the reason for the need to make adjustments to the constituent documentation is the bankruptcy of one of the full members of the partnership. In addition, adjustments can be made upon the withdrawal of one of the shareholders or his death. Other amendments can be made to the contract only if there is a special section where all the conditions for making adjustments will be listed.

It should be noted that in the event of a reorganization of the company or cancellation of the business, the general partners are obliged first of all to cover debt obligations to their investors.

Rights and obligations of investors Each partial partner (investor) of such an enterprise has a limited number of rights and obligations. The main responsibility of the investor is to contribute financial resources that form the folding background

d. When contributing financial resources to the company's stock fund, this person receives a special certificate confirming his participation in the business. An investor in a limited partnership has the right to receive a certain portion of the income from the business, the amount of which is determined according to his share in the internal fund.. The procedure for exiting and repaying debt is determined by the constituent documentation. Each investor in the structure in question is given the legal right to transfer or sell his share to third parties and other members of the partnership.


Limited partnership (limited partnership) is a type of general partnership with some features

Rights and obligations of general partners

Members of the founding council, who have the status of general partners, have the right to make decisions on business development methods. This means that these persons have legal grounds to obtain information about economic activities and the distribution of income received. In the event of liquidation of the structure, these persons receive the property assets remaining after repayment of debt to depositors, financial institutions, regulatory authorities and counterparties. Unlike investors, general partners have the legal right to leave the founding council at any time.

The responsibilities of general partners include:

  1. Making contributions in accordance with the procedure established by the constituent documentation.
  2. Non-disclosure of confidential information about the company's activities.
  3. Participation in the business activities of the company on the basis specified in the constituent documentation.

Management principles

The management of this structure is carried out by members of the founding council. D This circle of people has the right to make decisions related to economic activities and development of the enterprise. All decisions on important issues are carried out through special meetings. Only the founders take part in such meetings. Each member of the assembly is given one vote in the voting.

It is important to note that if there are additional conditions in the constituent documentation, it is possible to establish other procedures. The rights and obligations of each category of members of the partnership are determined in the “Foundation Agreement”. Z Here it must be said that any member of the founding board has the full right to represent the interests of the company. However, in order to conclude agreements and contracts with counterparties, this person must obtain the consent of all full members. In some organizations, all members of the board issue a notarized power of attorney to a specific person who will represent the interests of the company when interacting with third parties.

The role of limited partners deserves special attention. The task of this category of persons is to contribute capital in order to create a share fund. The investment is repaid through the profits generated by the company. Quite interesting is the fact that the structures in question cannot exist with a single owner. In such a situation, the remaining full member needs to initiate the procedure for reorganization or liquidation of the business. It should also be said that investors do not have the right to cooperate with counterparties and make decisions related to business activities.


A special feature of a limited partnership is that it consists of two groups of participants

Share capital

The authorized capital of the enterprises in question is formed by the founders, who create the business project itself. At the initial stage, these individuals need to determine the amount of equity capital required for the successful launch of the enterprise . It is the size of the share fund that determines the number of investors.

During business reorganization or liquidation of the company, the founding board must reimburse all debt obligations to the investors of the partnership. Next, debts to regulatory authorities, credit institutions, counterparties and individuals are closed. The remaining assets are distributed among the members of the founding council.

The procedure for distribution of profit received

Income and loss of such companies are distributed among the members of the partnership, according to the amount of their investment in the authorized capital. It should be noted here that members of the founding council at the stage of creating the “Memorandum of Association” have the legal right to change the distribution order. As a rule, regulatory authorities do not allow the conclusion of agreements under which one or more full members are excluded from participating in the division of profits or losses.

The situation in which the amount of losses of the partnership exceeds the amount of the share capital deserves special attention. In this case, the entire income of the company is not distributed between investors and founders until the price of net assets exceeds the size of the authorized capital.

Liability of the partnership

Limited partnerships and general partnerships belong to the category of business partnerships. A business partnership uses its property to cover all existing obligations. In the event that the company's assets are not enough to cover the receivables, the creditor has legal grounds to collect the debt from one or all of the company's founders.

It is important to note that general partners may not be members of the founding council. However, these persons also bear subsidiary liability for those financial obligations that arose before the person joined the ranks of the comrades. For two years after the founder leaves the partnership, he continues to be responsible for the financial obligations of the company.


This rule is regulated by current legislation.

The basis for the emergence and activities of a limited partnership is the constituent agreement

Conditions for the departure of participants

The procedure for the retirement of one of the members of the founding council must be described in the constituent documentation. According to the established rules, general partners can leave the company at any time by transferring their share to other members of the board or third parties.

Current legislation states that the reason for the departure of one of the general partners may be his death, bankruptcy or unwillingness to continue the business.

As mentioned above, persons acting as investors can leave the organization only at the end of the reporting period. Separately, we should consider the situation related to the retirement of all investors. In this case, the founders of the company must initiate the process of liquidating the enterprise, or reorganizing the limited partnership into a full structure. The differences between a general partnership and a limited partnership are that in the first case all participants in the organization have equal obligations to each other.

Supervisory authorities have the legal right to initiate bankruptcy proceedings for a legal entity. Upon completion of this procedure, the company is completely liquidated. The current legislation states that the judiciary is given the right to close down companies that flagrantly violate the rules established by all-Russian and regional regulations. The last method of liquidating a company is its reorganization into another legal form or merger with larger counterparties.


Investors in a limited partnership do not have the right to participate in the management and conduct of business

a commercial organization that is an association of individuals. in which some participants carry out entrepreneurial activities on behalf of the partnership and at the same time bear joint liability with their personal property for its debts if the partnership’s property is insufficient (full partners), while others only make contributions to the property of the partnership, without participating in its business activities and not answering for his debts with his personal property (investors, limited partners) (Articles 82-86 of the Civil Code of the Russian Federation).

The term "commandita" comes from the Italian commandare. corresponding to the Latin deponere - to entrust for safekeeping, to keep.

Historically, this type of partnership arose as a way for a merchant (entrepreneur) to carry out transactions during maritime trade with the capital (property) of other persons specially entrusted to him for these purposes, and then was used to obtain entrepreneurial benefits by individuals. who were not professional businessmen (primarily nobles). K.t. makes it possible to combine property for entrepreneurial activity for both entrepreneurs (general partners) and non-entrepreneurs (investors), combining the properties of an association of persons (entrepreneurs) and an association of capital. Limited partners (investors) do not participate in the management of the partnership’s affairs and are forced to rely on their general partners and trust them. Hence the Russian name K.t. - partnership of faith. Since in K.t. The presence of general partners is mandatory; they are subject to the status of participants in a general partnership, and K.t. in general - the rules on general partnerships. As full comrades in K.t. can only perform or commercial organizations. and as investors - any subjects of civil law (with the exceptions provided for in paragraph 4 of Article 66 of the Civil Code of the Russian Federation). In K.t. there must be at least one full partner and one contributor. However, such a situation can only arise as a result of the withdrawal of other participants from it. K.t. cannot be created by one participant.

The founding document of K.t. is the constituent agreement signed by all general partners. Investors do not sign the constituent agreement and do not participate in the formation of its terms, and their relations with the partnership are formalized by agreements on making contributions. In the formation of share capital K.t. Both general partners and investors must participate. The law leaves the ratio of contributions between limited partners and general partners at the discretion of the latter.

K.t. liquidated for the same reasons. as a general partnership, as well as upon the departure of all investors from it. In the latter case, the remaining general partners, instead of liquidation, can convert it into a general partnership.

Sukhanov E.A.


Encyclopedia of Lawyer. 2005 .

See what a “LIMITED PARTNERSHIP” is in other dictionaries:

    Limited partnership (limited partnership) is a commercial organization based on share capital, in which there are two categories of members: general partners and limited investors. General partners carry out entrepreneurial activities... Wikipedia

    - (from the French commandite) a business partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners... ... Economic dictionary

    Limited partnership- see Limited partnership (limited partnership) ... Encyclopedia of Law

    See Limited Partnership Dictionary of Business Terms. Akademik.ru. 2001... Dictionary of business terms

    OR PARTNERSHIP ON FAITH is a commercial, credit or industrial partnership, the members of which are divided into two groups: a) leading the enterprise and being responsible for it with all their property, and b) not interfering in the conduct of the business, trusting it... ... Dictionary of foreign words of the Russian language

    limited partnership- limited partnership Such a business partnership, part of the participants - “general partners” - manages the business, and the other part - “command partners” do not participate in management, but are investors and receive dividends from their... ... Technical Translator's Guide

    Limited partnership- Limited partnership (kommandit partnership, limited partnership) or limited partnership. Such a business partnership, part of the participants - “full partners” - manages the business, and the other part - “commands” - ... Economic and mathematical dictionary Big Encyclopedic Dictionary

    LIMITED PARTNERSHIP- in accordance with Art. 81 of the Civil Code, a limited partnership is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with all their... ... Legal Dictionary of Modern Civil Law

On behalf of the partnership and are responsible for the obligations of the partnership with all their property. Limited investors are responsible only for their contribution to the development of something (a business or a project). Currently, this organizational and legal form is practically not used.

Encyclopedic YouTube

    1 / 5

    ✪ IncomePoint.tv: for investors in a limited partnership

    ✪ Right. No. 6.2. Civil law (legal entities). Gr. Fedorov. Preparation for the Unified State Exam

    ✪ Technology of destruction and seizure of garden and dacha partnerships

    ✪ The legendary speech of Taras Bulba about Russian comradeship! (goosebumps!!!)

    ✪ Organizational and legal forms and legal regime of entrepreneurial activity 🎓 Unified State Examination

    Subtitles

Definition

A partnership of faith (limited partnership) a partnership is recognized in which, along with 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 - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, in within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities.

Name

According to paragraph 4 of Article 82 of the Civil Code Russian Federation(Civil Code of Russia): The company name of a limited partnership must contain either the names (titles) of all general partners and the words “limited partnership” or “limited partnership”, or the name (title) of at least one general partner with the addition of the words “and company” ” and the words “limited partnership” or “limited partnership”, and if the name of the limited partnership contains the name of the investor, then such investor becomes a general partner.

Constituent documents

A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association must contain the following information:

  • name of the partnership;
  • its location;
  • procedure for managing the activities of the partnership;
  • conditions on the size and composition of the partnership's share capital;
  • conditions on the size and procedure for changing the shares of each of the general partners in the share capital;
  • conditions on the amount, composition, terms and procedure for making contributions by general partners, their liability for violation of obligations to make contributions;
  • conditions on the total amount of deposits made by investors.

In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

Participants

Only individual entrepreneurs and (or) commercial organizations can be full participants in a limited partnership. The number of participants should not be less than two. Investors can be citizens, legal entities, institutions (unless otherwise provided by law).

Rights of general partners

A general partner has the right:

  • participate in the management of the partnership’s affairs;
  • receive information about the activities of the partnership;
  • take part in the distribution of profits;
  • receive, in the event of liquidation of the partnership, part of the property remaining after settlement with creditors, or its value;
  • leave the partnership at any time.

Responsibilities of full comrades

A general partner is obliged:

  • make contributions in the manner, amounts, methods and within the time frames provided for constituent documents;
  • not to disclose confidential information about the activities of the partnership;
  • participate in the activities of the partnership in accordance with the terms of the constituent agreement;
  • refrain from making transactions in one’s own name and in one’s own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

Depositors' rights

An investor in a limited partnership has the right:

  • receive part of the partnership’s profit due to its share in the share capital in the manner prescribed by the constituent agreement;
  • get acquainted with the annual reports and balance sheets of the partnership;
  • at the end of the financial year, withdraw from the partnership and receive your contribution in the manner prescribed by the constituent agreement;
  • transfer your share in the share capital or part thereof to another investor or a third party.

Responsibilities of investors

The investor is obliged:

  • contribute to the share capital. Making a contribution is certified by a certificate of participation issued to the investor of the partnership.

Controls

The management of the limited partnership is carried out by the general partners. Investors do not have the right to participate in the management and conduct of the affairs of the limited partnership, or to act on its behalf except by proxy. They do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership.

The highest governing body is the meeting of general partners. At the meeting, each general partner has one vote, unless otherwise provided by the constituent agreement, and decisions are made unanimously (unless otherwise provided by the constituent agreement).

Each general partner has the right to act on behalf of the partnership, unless the constituent agreement stipulates that all general partners conduct business jointly, or the conduct of business is entrusted to individual participants. When the affairs of a partnership are jointly conducted by its general partners, the consent of all participants in 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.

Share capital

The minimum and maximum amounts of the share capital are not limited.

Profit distribution procedure

The profits and losses of a limited partnership 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.

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.

Liability of a partnership of faith

The partnership is liable for its obligations with all its property. If the company's property is insufficient, the creditor has the right to make a claim against any general partner or all of them at once to fulfill the obligation (subsidiary liability).

A general partner who is not its founder is liable on an equal basis with other general partners for obligations arising before his entry into the partnership.

A general partner 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.

The legislative framework

The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are determined by the rules of the Civil Code of Russia on participants in a general partnership.

  • A person can be a general partner in only one limited partnership.
  • A participant in a general partnership cannot be a general partner in a limited partnership.
  • A general partner in a limited partnership cannot be a participant in the general partnership.
  • The business name of a limited partnership must contain either the names of all general partners and the words “limited partnership” or “limited partnership,” or the name (title) of at least one general partner with the addition of the words “and company” and the words “partnership.” on faith" or "limited partnership".
  • If the business name of a limited partnership includes the name of an investor, such investor becomes a general partner.

The rules of the Russian Civil Code on general partnership are applied to a limited partnership insofar as this does not contradict the rules of the Russian Civil Code on limited partnership.

A limited partnership, like any other enterprise, is obliged to bear responsibility for its activities.

Departure of a participant

The retirement of all investors in a limited partnership implies the liquidation of the partnership or transformation into a general partnership.

Liquidation of a limited partnership

The Civil Code of Russia lists the following grounds: “by decision of its founders (participants) or a body of a legal entity authorized by the constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created;
by a court decision in the event of gross violations of the law committed during its creation, if these violations are irreparable, or carrying out activities without proper permission (license), or prohibited by law, or in violation of the Constitution of the Russian Federation, or with other repeated or gross violations of the law, or other legal acts, or when a non-profit organization, including a public or religious organization (association), a charitable or other foundation, systematically carries out activities that contradict its statutory goals, as well as in other cases provided for by this Code.”

Also, a limited partnership can be liquidated in accordance with Art. 65 of the Civil Code, when a legal entity is declared