A limited partnership is not a legal entity. Formation of the authorized capital of a limited partnership

A limited partnership (limited partnership) is a partnership in which, along with the participants acting on behalf of the partnership entrepreneurial activity and liable for the obligations of the partnership with their property (general partners), there is 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.

Signs of a fellowship in faith:

• is legal entity and has all the characteristics inherent in it;
• is a commercial organization and pursues profit as its main goal;
• is a contractual association (based on the Memorandum of Association);
• represents the pooling of capital (by making contributions to the share capital);
• created by several persons (at least one general partner and one limited partner);
• participants in relation to a general partnership have rights of obligation;
• the joint capital of the partnership is divided into shares (contributions) of participants;
• general partners carry out entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership;
• full partners can only be commercial organizations or individual entrepreneurs;
• management of the activities and conduct of affairs of the partnership is carried out by its general partners;
• contributors (limited partners) do not take part in the partnership's entrepreneurial activities and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of their contributions.

Different liability for the obligations of the partnership of contributors and general partners is the main feature that distinguishes a limited partnership from a general partnership, according to which all partners are divided into two groups with different amounts of responsibility. All other differences between a limited partnership and a full partnership are a consequence of this feature.

A limited partnership may be a founder (participant) of other economic partnerships and companies, with the exception of cases provided for by law, own separate property, open bank accounts in the territory in accordance with the established procedure. Russian Federation and outside it, have stamps and letterheads with their own company name, their own emblem, as well as duly registered trademark and other means of individualization, establish branches and representative offices, may have other rights. A limited partnership is liable for its obligations with all its property.

General partners of a limited partnership shall jointly and severally bear subsidiary liability with their property for the obligations of the partnership; expelled) from a limited partnership, is liable for the obligations of the partnership that arose before the moment of its withdrawal, along with the remaining general partners, within two years from the date of approval of the report on the activities of the partnership for the year in which he withdrew from the partnership.

Investors of a limited partnership: are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of their contributions.

The company name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and company" and the words "partnership on faith" or "limited partnership".

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

Amendments to the Foundation Agreement of a limited partnership are carried out in the following cases

1. by common consent of all participants in the general partnership;
2. in the event of a change in the composition of partners (withdrawal, death, recognition as missing, recognition as incapable or partially capable, recognition as insolvent (bankrupt), opening 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 founding agreement itself or the agreement of the participants provides for the possibility for the partnership to continue its activities;
3. at the request of one (several) of the comrades in a judicial proceeding;
4. in other cases provided by law.

If, as a result of losses incurred by the partnership, the value of its net assets becomes smaller size his share capital, the profit received by the partnership is not distributed among the general partners until the value of net assets exceeds the size of the share capital.

A change in the composition of general partners of a limited partnership occurs in the following cases:

The withdrawal of any of the general partners of the limited partnership;

The death of any of the full partners of the partnership on faith;

Recognition of one of the general partners of a limited partnership as missing, incapacitated, or of limited capacity, or insolvent (bankrupt);

Opening in relation to one of the general partners of the limited partnership of reorganization procedures by a court decision;

Liquidation of a legal entity - a general partner of a limited partnership;

Appeal by the creditor of one of the general partners of the partnership on faith foreclosure on a part of the property corresponding to his share in the share capital.

The partnership may:

Continue its activities, if it is provided for by the Memorandum of Association of the partnership or the agreement of the remaining participants;

be liquidated;

Transform.

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

• gross violation by this comrade of his duties;
• his revealed inability to reasonably conduct business.

The contributor of a limited partnership has the right to:

Receive a part of the profit of the partnership due to its share in the share capital, in the manner prescribed by the Memorandum of Association;

Get acquainted with the annual reports and balance sheets of the partnership;

At the end fiscal year withdraw from the partnership and receive its contribution in the manner prescribed by the Memorandum of Association;

Transfer your share in the share capital or part of it to another investor or a third party;

The management of the activities of a limited partnership is carried out by general partners.

Limited partners are allowed to participate in a partnership solely for the purpose of increasing its capital: they make only their contributions to the partnership and are excluded from any participation in the conduct of its affairs.

Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf otherwise than by proxy. They do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.

Registration of a limited partnership

The founders of a limited partnership hold a meeting at which they decide on the establishment of a limited partnership, and also conclude a Memorandum of Association among themselves.

Documents for registration of a limited partnership:

1. The decision of the founders to establish a limited partnership. The decision of the founders to establish a partnership is drawn up in the form of a protocol of the meeting of founders (constituent meeting).
2. Founding agreement of a limited partnership.

Reorganization of a limited partnership

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

A partnership on faith can be transformed into:

1. Full partnership.
2. Limited Liability Company.
3. Society with additional liability.
4. Joint-stock company.
5. Production cooperative.

Liquidation of a limited partnership

The 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:

1. alternative;
2. Voluntary;
3. Forced.

Upon the retirement of all contributors who participated in the partnership on faith, the partnership is liquidated. However, general partners have the right, instead of liquidation, to transform the limited partnership into general partnership.

A limited partnership is maintained if at least one general partner and one contributor remain in it.

Price list for registration of a limited partnership

Please note that the prices for services apply to Moscow. In the Moscow region, prices increase by 50%. Prices for registration in other regions are negotiated directly at a personal meeting.

A limited partnership is a rudiment in the Russian legal system. This form of organization destroys all the theoretical principles for the sake of which legal entities were invented. The unfavorable conditions of existence, as well as the archaic nature of the structure, made this organizational and legal form extremely inconvenient. And even the most experienced lawyers rarely meet with companies that have chosen this method of registering a legal entity.

What is a partnership

This is a form of economic society, the main purpose of which is to make a profit. It can consist of at least two persons, which can only be individual entrepreneurs or legal entities.

Why two members? It's simple - you can't "partnership" with yourself. So there should be at least two contributors.

What is regulated

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

The difference between a limited partnership and a full partnership

A general partnership consists of persons who, on the basis of a concluded agreement, carry out activities on behalf of the partnership and bear the burden of its obligations.

In a limited partnership, in addition to full partners, there are also limited partners, they are also contributors. These are persons who have made their monetary contribution to the activities of a legal entity and are liable for obligations only within the limits of this monetary amount.

Members

Members of a limited partnership may be:

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

It should be noted that state or municipal bodies, as well as separate categories citizens in respect of whom the law imposes such a ban.

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

History reference

The partnership is one of the first historically established forms of legal entities. It has its roots deep in Roman law.

The word "commandite" comes from the Italian language and means "to give for safekeeping", thus characterizing the essence of the contributions that comrades in faith make to the share capital.

This form of organization has become popular in the West and especially in the United States of America. This is explained by the fact that western world has a high corporate and business culture, and business contacts were established hundreds of years ago. Thanks to this fact, partners can fully trust each other without fear of losing not only capital, but also personal property. This is how faith partnerships appeared: capitals were united, and business activity increased. In Russian realities, this legal entity has acquired a truly ugly form.

Rights

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

What rights does a fellow believer have?

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

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

Control

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

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

• it is initially presumed that each partner can carry out activities on behalf of the company, unless otherwise provided by the memorandum of association. At the same time, no one has the right to dispute the transaction with third parties, referring to the fact that one of the partners was not authorized to complete it. An exception is the case when the transaction was completed, and the third party knew for sure that the representative was not authorized to complete it;
• the memorandum of association may provide for the option of sole management of the organization by one or a group of several partners;
• the comrades may decide to jointly manage the organization. In this case, the consent of each member of the organization will be required to complete the transaction.

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

A responsibility

Weakness of this organizational-legal form - the full responsibility provided for by law for ordinary comrades.

They are jointly and severally responsible not only with their share in but also with personal property. So bankruptcy can end in very sad consequences. The only pleasant side is that each participant in a partnership of this form is responsible in accordance with the percentage of his contribution to the total capital.

In a faith partnership, responsibility is different. After all, there are also limited partners who are liable within the limits of their contribution and thus guarantee the safety of their personal property, but do not participate in management. It turns out a kind of payment of the contributor of a limited partnership for a guarantee of financial security.

Registration

Registration of economic companies in the territory of the Russian Federation is carried out by authorized tax authorities.

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

• name of the future company;
• the main types of activities that the legal entity plans to engage in;
• extract from the Unified Register of Legal Entities or individual entrepreneurs for each of the future comrades;
• the exact address future organization(office, rented building, and so on);
• data on identity documents of the founders of individuals, as well as their taxpayer identification number.

When submitting documents, you will need to pay a state fee, today it is 4,000 rubles. Registration is carried out no later than 30 days in general order.

Constituent documents

The only one founding document limited partnerships - founding agreement. This fact is one of the important differences from other business companies, where such a document is the charter.

The memorandum of association contains the following information:

• The law establishes certain requirements regarding this issue, but we will touch on this later;
• location of the partnership;
• information on the financial component of the share capital (its composition, indicating the shares of each investor and partner, overall size resulting amount);
• the procedure for individual participants to make their contributions;
• possible liability of each of the participants or contributors of a limited partnership for violation of the obligations assumed to make contributions.

Amendments to the memorandum of association may be made with the consent of all participants, provided that such a possibility is provided for in the primary version of the agreement.

The only plus of the existence of this organizational and legal form is that there is no requirement for a minimum amount of share capital. Members of a limited partnership can form it from any amount. This is important to keep in mind when preparing constituent documents.

The name of this form of legal entity is the most fun fact throughout the regulation of this issue. To avoid intrigue, you can find examples of fellowship in faith.

The Civil Code stipulates that the name must consist of the surname of one of the participants (as a rule, the most famous and significant one is chosen) and the phrase "and the company". Or from the names of all participants and the phrase "general partnership / partnership in faith." That is, the company name is "Ivanov and company" or "Ivanov. Petrov. Sidorov. Full partnership."

Marketers and business naming experts are crying out loud. The worldwide rules that a brand name should reflect as objectively as possible the activities that the company is engaged in, the work of the company name with society and other marketing tricks - all this was buried by the merciless Civil Code. And, of course, lawyers should not worry about such moments, but such an archaic attitude to the issue of naming is like anything but the modern market.

Second interesting fact concerns the possibility of an exit of a full comrade. The personal-confidential nature of relations in this organizational and legal form of a legal entity implies that a personal change of members of the partnership can occur only if such a possibility is provided for in the memorandum of association. Otherwise, if one of the full partners wants to finish things and leave the organization, there is nothing left for everyone else but to liquidate the company.

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

In general, whatever one may say, the form of doing business is very inconvenient. Everywhere comrades are waiting for some complex obstacles and obstacles.

scientific disputes

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

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

The risk of losing all your personal property, the inability to pursue a high-quality marketing naming policy, the inability to be a friend in more than one company - these are all echoes of Soviet authoritarianism, when there was no real market even in the plans, and every step of a potential businessman was monitored, regulated and punished. Faith partnership is an absurdity that does not fit into modern system civil law. At the same time, for some reason, it has gone through reforms and reorganizations of the system of legal entities in domestic civil law many times.

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

What will happen next with this legal form? It remains only to guess. Will the legislator come to his senses and refuse them, along with other rudiments of domestic civil law? Given the practice of reforming the industry, we can say with confidence that it is not. And limited partnerships will remain an exclusively nominal form that is not needed by business, for which, in fact, this section of the Civil Code of the Russian Federation was written.

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 legal forms, one of which is a partnership in faith. Its status is enshrined in the Civil Code, which states that it is an association (between individuals or organizations), which is based on mutual trust and does not require 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 persons do not participate in the entrepreneurial activities of the partnership. 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 cash. The partnership operates on the basis memorandum of association.

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 authorized capital 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 may receive a part of the partnership's proceeds in proportion to the share of the contribution to 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 a 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 great financial resources, but who are able to offer the market an interesting, commercially significant idea, can become a member of the partnership.

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 OOO it minimum size- 10 thousand rubles, then for a general partnership the amount 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

Interestingly, 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 memorandum of association, 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 an investor who does not actively participate in the management of the business. 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 constituent agreement - the only constituent document that 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. The memorandum of association determines the size of the contribution of each of the general partners, but according to Art. 83 GK in without fail only the total amount of deposits made by contributors is fixed. 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 consent 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 those who signed the memorandum of association - 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 may 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 amount 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 association. If, for example, the partnership conducts trading activities, has its own shops, investors may be granted the right to extraordinary service, to financial benefits compared to other clientele. Similar rights of contributors are also allowed in associations engaged in transport services, 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.

A limited partnership (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 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 (and. 1 article 82 of the Civil Code of the Russian Federation).

A faith partnership is characterized by the following signs. In it, along with general partners who are liable for the obligations of the partnership with all their property, there are investors (limited partners) who bear the risk of losses within the limits of the amounts of their contributions. On behalf of a limited partnership, entrepreneurial activity is carried out only by general partners. Accordingly, both the legal status of general partners participating in a limited partnership and their liability for obligations are determined by the norms of the Civil Code of the Russian Federation on participants in a general partnership.

Contributors (limited partners) of a limited partnership may be citizens and legal entities, as well as public legal entities.

The number of limited partners in a limited partnership must not exceed

20. Otherwise, it is subject to transformation into a business company within a year, and after this period - liquidation in court, if the number of its limited partners does not decrease to the specified limit (clause 3, article 82 of the Civil Code of the Russian Federation).

Brand Name limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and company" and the words "limited partnership or limited partnership. If the company name of a limited partnership includes the name of a contributor, then such contributor becomes a general partner with all the ensuing legal consequences.

founding document limited partnership is a memorandum of association, which is in writing and signed only by all general partners. It contains the same conditions as in the memorandum of association of a general partnership. But, in addition, the constituent agreement of a limited partnership specifies a condition on the total amount of contributions made by investors (Article 83 of the Civil Code of the Russian Federation). However, the contributors do not sign the memorandum of association. Their duty is to make a contribution to the share capital, which is certified by a certificate of participation issued to the investor by the partnership after his state registration. This expresses his property participation in the partnership.

The investor of a limited partnership has the right to receive a part of the profit due to his share in the share capital. He can get acquainted with the annual reports and balance sheets of the partnership. At the same time, the personal participation of the investor is not only not assumed, but is expressly excluded: the investor is completely removed from the management of the partnership, which is carried out only by general partners. The contributor can participate in the management and conduct of affairs of a limited partnership, act on its behalf only by proxy, i.e. as trusted. At the same time, the investor is not entitled to challenge the actions of general partners in the management and conduct of business of the partnership.

Thus, by making a contribution to the share capital, the investor fully entrusts (hence the name - limited partnership) to general partners acting on behalf of the partnership. This form of partnership, as well as a full partnership, has a personal-confidential character. But if in a general partnership the participants trust each other, since they are jointly and severally liable for each other, then in a partnership in faith, on the one hand, the trust of the general partners in each other is necessary, and on the other, the trust of the investors in the general partners.

The investor of a limited partnership has the right to withdraw from the limited partnership only at the end of the financial year and receive his contribution in the manner prescribed by the founding agreement. He may transfer his share (part of the share) to another contributor or to a third party. At the same time, investors enjoy the pre-emptive right to purchase a share (its part).

In the liquidation of a limited partnership, including in the event of its bankruptcy, investors have a priority right over general partners to receive contributions from the property of the partnership remaining after satisfaction of the claims of its creditors.

If not a single contributor remains in the limited partnership, the limited partnership is liquidated. However, general partners have the right not to liquidate it, but to transform it into a full partnership.

A limited partnership is also preserved when at least one full partner and one contributor remain in it (and. 1, article 86 of the Civil Code of the Russian Federation). At the same time, only general partners sign the foundation agreement of a limited partnership. Therefore, the minimum number of full partners is two. If one full partner remains, then there is no memorandum of association. There is no agreement between the general partner and the investor, there is a certificate of participation, which is issued to the investor by the partnership itself as a legal entity. Thus, a limited partnership must have at least two general partners and one contributor.

A limited partnership, as well as a general partnership, can be transformed into a business company or a production cooperative. Such a transformation of partnerships has one feature, which is that during the transformation, each full partner who has become a participant in the company (shareholder) or a member of the cooperative, within two years, bears subsidiary liability with all his property for obligations transferred to the company or production cooperative from the partnership . The former comrade is not relieved of such liability by the alienation by him of his shares (shares, shares).

Business partnerships cannot be reorganized into non-profit organizations, as well as in unitary commercial organizations.

• As of June 1, 2017, 410 partnerships were registered in the Unified State Register of Legal Entities // Federal Tax Service: [official. website]. URL: http://www.nalog.ru