An exemplary memorandum of association on the establishment of a general partnership. Memorandum of association of the full partnership "Ivanov Ivan Ivanovich and company"

1) Simple partnership agreement - this is an agreement under which several persons (comrades) undertake to combine their contributions and act together to achieve a common goal (Article 1041 of the Civil Code).

Circle of subjects: The participants of a simple commercial partnership are commercial organizations and non-commercial ones, if the charter allows. Participants of a non-commercial simple partnership - any person.

The subject of the contract simple partnership is the joint conduct of activities aimed at achieving a common goal for all participants.

The form: written, if a legal entity is involved. face.

Duties of a friend. 1) making a contribution to the common cause, 2) conducting, together with other participants, the activities provided for by the agreement. Contribution comrade recognizes everything that he contributes to the common cause: money, things, property and non-property rights, etc.

fundamental rights a participant in a simple partnership are: 1) the right to participate in the management of common affairs; 2) the right to manage the general affairs of the partnership; 3) the right to information; 4) rights arising in relation to common property, including to receive a share of profits.

2) Memorandum of association According to the founding agreement, the founders undertake to create a legal entity, determine the procedure for joint activities on its creation, the conditions for the transfer of its property to it and participation in its activities. The contract also defines the conditions and procedure for the distribution of profits and losses among the participants, the management of the activities of the legal entity, the withdrawal of the founders from its composition (paragraph 2 of article 52 of the Civil Code).

Based memorandum of association are created:

1) general and limited partnerships; 2) LLC; 3) associations and unions (clause 1 of article 122 of the Civil Code).

List of participants the memorandum of association depends on the organizational and legal form of the created legal entity. Essential conditions: Requirements on the organizational and legal form of the created legal entity; on the procedure for joint activities of the founders for its creation; on the transfer of property by the founders to a legal entity; on the participation of founders in the activities of a legal entity; on the procedure for the withdrawal of founders from its composition.

In the memorandum of association LLC must be conditions: on the composition of the founders, on the size of the authorized capital of the company and the share of each founder in it; on the conditions and procedure for the distribution of profits among the founders; on the composition of the bodies of society.

2. General characteristics and types of obligations from unilateral actions.

Along with contracts - the most common grounds for the emergence of obligations - this can also be unilateral transactions. Thus, a promise of a reward published in a newspaper to a person who delivers a lost pet to the owner creates an obligation for the person who made it to pay the promised reward to the one who presents the loss. Types of obligations from unilateral actions: 1) obligations from actions in someone else's interest without instructions (Chapter 50). 2) obligations from a public promise of a reward (chapter 56). 3) obligations from a public tender (Chapter 57).

Citizens:

passport (series, number, issued) residing at the address ;
, passport (series, number, issued) , residing at the address ;

as well as in person acting on the basis guided by Article.Article. 52, 70 of the Civil Code of the Russian Federation, other acts of the current legislation, have concluded this agreement on the following:

In order to more fully meet the needs of the population and the national economy in high-quality products (goods, works, services), create additional jobs, effective use the economic potential, knowledge, experience and qualifications of the parties, the citizens and the legal entity mentioned in the preamble to this agreement, create a general partnership (hereinafter referred to as "PT") for the implementation of a joint entrepreneurial activity on behalf of the partnership in the region: .
Trade name PT "". Abbreviated name of PT ""
The location of the PT is.
Any changes to this agreement, as well as annexes to it, which are an integral part of it, are made by agreement of the parties, in accordance with applicable law.
In order to carry out the activities referred to in paragraph 1 of this agreement, the parties transfer to the PT the property that is their contribution to the share capital owned by the PT on the right of ownership. The participant of the PT is obliged to make his contribution to the share capital no later than "" of the year,% of the contribution is made before the registration of the PT. The size of the share capital PT rubles. In case of violation of the deadlines for making a contribution, the PT participant is obliged to pay a fine to the PT in the amount of % of the unpaid deposit amount.
The contribution to the property of the PT referred to in clause 5 of this agreement is: . The share of the contribution in the share capital is %.
The contribution of citizens, participants of the PT in the share capital of the PT mentioned in paragraph 5 of this agreement are:
- Citizen His share in the share capital of the SOE is: %.
All participants in the PT are jointly and severally liable for the obligations of the PT with all their property.
In addition to the contributions of participants in the share capital of the PT, the property of the TP is formed from the income received, as well as any other legitimate sources of income.
In order to perform the work referred to in clause 1 of this contract, he undertakes:
- Enter the common affairs of the participants on the basis of properly executed powers of attorney issued by other participants.
- Provide the PT with premises, means of communication, office equipment, other property mentioned in clause 6.
- Open, if necessary, bank accounts for PT in the prescribed manner.
- Ensure the convening and holding of the meeting of participants within the time limits mentioned in clause 21. Presents to the next meeting of participants a report on the work done on the conduct of the general affairs of the PT.
Citizens participating in the PT, in order to carry out the activities of the PT referred to in paragraph 1 of this Agreement, undertake, on behalf of the PT, to perform the work referred to in the annex to this Agreement, which is its integral part.
Participants of the PT must make additional contributions to the share capital of the PT no later than 30 days after the decision of the Supervisory Board on this in the amounts determined by this decision.
The profit of the PT before distribution among the participants of the PT is not subject to taxation.
After deducting the amounts required for reimbursement general expenses PT, as well as for the conduct of general affairs and other expenses, the profit of PT is subject to distribution among its participants as follows: .
Profits are subject to distribution. After receiving their share of the profit, each of the participants pays taxes in accordance with the procedure established by the current legislation.
After an early withdrawal from the PT participants, the participant is returned his share in the property of the PT, as well as the share in the profit of the PT to be transferred to this participant no later than months.
This agreement comes into force from the moment of conclusion and is valid until "" year
Any of the participants is obliged to inform other participants and the management of the PT about early withdrawal from this agreement no later than the days before the withdrawal from the agreement.
For non-fulfillment or improper fulfillment of its obligations under this agreement, the guilty participant shall reimburse other participants in the PT for the losses caused to them by such non-fulfillment. For failure to fulfill obligations under this agreement, a participant may also be excluded from the composition of the PT at a meeting of participants.
PT is a legal entity. It has the right, in accordance with the established procedure, to open accounts in banking institutions, to have a seal, forms and stamps in its names.
The supreme governing body of the PT is the Meeting of Participants (SB). It is convened as needed, but at least once a month. The meeting is chaired by one of the participants elected as the Chairman of the SC.
The SU resolves all issues related to the activities of the PT. Its exclusive competence includes:
- approval of the conclusion and termination of transactions for an amount exceeding rubles, concluded on behalf of the PT, by a participant conducting common business;
- admission to the PT of new members;
- resolving questions about the withdrawal of the participant from the PT;
- making a decision to terminate the activities of the PT;
- change in the order of distribution of profits of the PT;
- amendment of this Agreement;
- approval of the next report of the PT participant conducting common affairs;
- making a decision to increase contributions to the property of the PT.
Each member of the meeting has one vote. Decisions of the Supervisory Board are taken by open voting by unanimous vote of all participants in the PT. The PT participants voluntarily assign the functions of the PT administration to the administration, the PT participant, whose head is the director of the PT.
The director of the PT resolves all issues related to the activities of the PT, except for those that fall within the exclusive competence of the SU.
The director has the right to carry out all actions on behalf of the PT, as well as on behalf of the participants in the PT (under a power of attorney issued by them), represent the interests of the PT before third parties, conclude contracts, dispose of the property of the PT, open bank accounts, hire and dismiss employees, issue orders and give instructions that are obligatory for all employees of the PT apparatus, to resolve other issues of the PT, referred by law to the powers of the head of the enterprise.
Audit of the activities of the PT, its directorate and structural divisions conducted by PT participants, both directly and with the help of invited specialized organizations and individual citizens.
State control over the activities of the PT is carried out in accordance with the law.
The activity of the PT is terminated:
- by decision of the participants of the PT;
- by decision of the bodies of the court and the arbitration court in cases - provided for by law;
- in the event that the PT is declared bankrupt;
- on other grounds provided by the current legislation.
Upon liquidation of the PT, the participants form a liquidation commission. It evaluates the property of the PT, identifies its debtors and creditors, settles accounts with them, draws up a liquidation balance sheet and submits it for approval by the participants, performs other functions provided for by applicable law.
The property remaining after the satisfaction of creditors' claims and other payments is distributed among the participants of the PT in accordance with this Agreement.
Other terms of the contract.
In all other respects, the parties are guided by the legislation in force in the territory of the Russian Federation.
This agreement is drawn up "" of the year in original copies, and all of them have the same force. The agreement is registered in

Applications.

Sample Document Forms

8.12. If at the time of death (reorganization) of one of the participants the balance of the partnership turns out to be negative, the heirs of the deceased (legal successors of the reorganized) general partner shall be liable for the debts of the partnership within the share of the loss attributable to this participant in the manner prescribed by civil legislation.

8.13. Admission to the partnership of new participants is carried out only with the general consent of all participants. If there are objections from at least one participant, the new participant is not accepted into the partnership.

8.14. In cases where new participants are admitted to the partnership, they become full-fledged participants in the partnership after signing this agreement, which in this case is subject to change in the prescribed manner (renegotiated).

8.15. A new participant admitted to the partnership as a general partner bears subsidiary liability only for those obligations of the partnership that arose after his entry into the partnership (another rule may be established by agreement of the participants).

8.16. A change in the composition of the participants in the partnership entails a change (renegotiation) of the memorandum of association.

Withdrawal of one of the participants (exclusion, death, as well as reorganization or liquidation, if the participant is a legal entity);

Announcement of any of the participants incapacitated or insolvent;

Claims of a creditor who has foreclosed on the property of one of the participants;

Early refusal of a participant to participate in the partnership;

Inability to achieve the goals of the partnership, etc.

9.3. If, upon the occurrence of these circumstances, at least two general partners remain in the partnership, they may decide to continue the affairs of the partnership.

In this case, the partnership is subject to dissolution (reorganization), and the memorandum of association is renegotiated.

9.4. The liquidation of the affairs of the partnership is carried out by the participants themselves, and in cases of liquidation of the partnership by decision of a court or arbitration court, by a commission appointed by these bodies.

9.5. When liquidating the affairs of the partnership, its indisputable debts are to be satisfied first of all, and the disputed debts are provided at the expense of the property of the partnership up to its division among the participants.

9.6. The property transferred by the participants for the use of the partnership shall be returned to them in kind (with or without payment of remuneration for the use of the property).

If one of the participants turns out to be insolvent, then the part of the losses attributable to him is distributed among the remaining participants, who have the right of recourse to the insolvent participants.

9.8. The capital of the partnership remaining after satisfaction of creditors' claims is subject to division among all partners (equally or otherwise by agreement of the partners).

9.9. The liquidation is considered completed, and the partnership is considered to have terminated its activities from the moment an entry about this is made in the state register.

10.3. This agreement may be amended or supplemented by agreement of the participants of the partnership (unanimously or by a majority of votes).

Termination of the contract entails the liquidation of the partnership.

10.5. Disputes arising from the conclusion, amendment, termination, as well as in the process of execution of this agreement, are considered by the court or arbitration court in accordance with the law.

Founders signatures

Appendix 2

Sample memorandum of association
on the establishment of a limited partnership
(faith partnerships)

We, the undersigned, __________________________________________________________________

(last name, first name, patronymic, passport details, place of residence,

citizenship of the founders, registration data)

(If the founders are legal entities): _____________________________________________

(full name of the legal entity),

represented by ________________________________________________________________________________________,

(last name, first name, patronymic of the head or authorized representative)

acting on the basis of __________________________________________________ (charter, trust-

information, etc.), hereinafter referred to as "comrades" or "participants", agreed on the following:

1. General Provisions

1.1. In order to combine efforts, financial and material resources for joint business activities, create a limited partnership _______________________________.

(name of partnership)

A citizen (legal entity) ________________________________________________________ is

full partner of a limited partnership.

1.2. The subject matter of the partnership is:

1.3. The partnership is a legal entity, has separate property, has an independent balance sheet, settlement and other accounts in credit institutions, a seal with the name of the partnership.

1.4. The partnership may be a member of other associations, create subsidiaries, branches and representative offices.

1.5. Location of the partnership: ______________________________________________________________

2. Property of the association

2.1. The property of the partnership consists of material values and financial resources, being on its balance sheet and being the property of the partnership.

2.2. The sources of partnership property formation are:

Participants' personal funds;

Income from production economic activity;

Other receipts.

2.3. To ensure the activities of the partnership at the expense of contributions, an authorized fund is formed in the amount of ______________________ (rubles).

2.4. Participating in the formation of the statutory fund: ______________________________________________ contributes _____________________________, etc.

The shares of the participants are equal (or a different percentage is indicated) and amount to ___________ (rubles) in monetary terms.

2.5. Partners are required to make their contributions no later than __________ after the registration of the partnership by transferring money to the settlement account of the partnership.

2.6. The transfer of copyrights, scientific and technical developments, know-how, licenses, etc. by partners is formalized by a license agreement, which is an integral part of this agreement.

In case of failure to make a contribution within the established period, a participant in a limited partnership is liable for the debts of the partnership in the amount of the unpaid part of the contribution.

2.7. In the event of a delay in making a contribution, the risk of his accidental death is borne by the comrade who has delayed making the contribution.

2.8. The assessment of the contribution in monetary terms is made by agreement of the comrades. At the same time, the assessment of material assets should not exceed their nominal value at the time of deposit.

2.9. Partners are not obliged to replenish their contributions if their amount has decreased due to losses incurred by the partnership.

2.10. If necessary, partners may decide to make additional contributions to the property of the partnership.

In this case, appropriate changes are made to this agreement in the prescribed manner.

2.11. Additional contributions of a partner to the property of the partnership increase the initial size of his share in the authorized capital.

2.12. The contributions of partners and investors and all property acquired by the partnership at its own expense are the property of the partnership.

2.13. The property transferred to the partnership for temporary use is the property of the transferor, who has (or does not have) the right to receive remuneration for the use of his property. The risk of accidental loss of the specified property lies with the owner (by agreement of the partners, it is assigned to the partnership).

3. Profit distribution procedure

3.1. The amount by which the initial capital of the partnership has increased over a certain period is the profit of the partnership.

3.2. The profit from the activities of the partnership is directed to ____________________________________

(development and expansion of production and other goals at the discretion of the participants)

3.3. Directions for spending profits, as well as the size and procedure for the formation of the relevant funds are determined by agreement of the comrades (unanimously, by a majority of votes or in another order).

3.4. A part of the partnership's profit (monthly, annually, etc.) is distributed among the partners (equally, in proportion to contributions, or in another order).

The amount of profit allocated for the personal consumption of comrades is determined by agreement between them.

3.5. From the profit to be divided by the partners, first of all, interest is charged in the amount of _______% on the contribution of each of the partners to the property of the partnership.

With the deduction of the indicated percentage accruals, the remaining amount of the profit distributed among all partners is to be divided equally between all partners (or, by agreement of the participants, only between general partners, excluding contributors (limited partners).

3.6. If all the profit received by the partnership is spent on the payment of dividends, the question of further distribution of profits disappears.

1 Between limited partners (depositors) profit is distributed strictly according to property contributions.

3.7. If the total amount of profit is below the amount necessary to pay the partners the interest due to them, their amount is reduced accordingly.

3.8. If the size of the charter fund of the partnership decreases as a result of the losses incurred by the partnership, the partners are not entitled to demand the issuance of their share of the profit until its value is restored to the original amount specified in this agreement.

The partners have the right, by making amendments to this agreement in the prescribed manner, to reduce the size of the statutory fund to the actual one and after that receive the profit due to them.

4. Liability of the partnership for obligations

4.1. The partnership is liable for its obligations with all its property.

4.2. If the property of the partnership is insufficient to cover its debts, general partners shall bear joint and several liability for the obligations of the partnership. The creditors of the partnership have the right to apply for compensation to any of the partners or to all at once (at the choice of the creditor). A partner who has paid the debts of the partnership alone may demand from other partners compensation to him, by way of recourse, of part of the amounts paid to creditors in proportion to the amount of loss attributable to each of the remaining partners (all losses are distributed equally among the general partners or in another ratio established by them).

The creditors of the partnership may levy execution on the property of individual partners only after the court establishes the insolvency of the partnership or after its liquidation.

Investors in limited partnerships are liable for the obligations of the partnership only if they fail to make the contribution specified in the memorandum of association, and within the limits of the amount of this contribution.

4.3. The association is not liable for its own debts.

5. Management of the affairs of the partnership

5.1. Regulation of internal relations in the partnership.

5.1.1. Decisions on partnership affairs are made by a majority vote of the comrades, which is determined in accordance with the size of the property contribution (or by the number of comrades, each of whom has one vote).

Limited partners (contributors) do not have the right to vote.

5.1.3. A decision adopted by a majority of votes is binding on all comrades. Non-subordination of the comrades remaining in the minority in the voting to the decision adopted by the majority of votes does not violate its legal force.

5.1.4. A decision adopted by a majority of votes of the participants in the partnership may be challenged by the comrades remaining in the minority in a judicial proceeding if it is contrary to the law, a comradeship agreement, or adopted in the absence of this comrade.

5.2. Association representation.

5.2.1. Management of the current affairs of the partnership is entrusted to ________________________________

(last name, first name, patronymic of one or more participants in the partnership)

5.2.2. The authority to conduct the affairs of the partnership is formalized by a power of attorney signed by all partners and defining the scope of the rights and obligations of each authorized person.

5.2.3. The comrades authorized by the participants to conduct the affairs of the partnership have the right to resolve all issues related to the activities of the partnership, with the exception of those that must be resolved by agreement between all the participants.

5.2.4. With the appointment of authorized partners, the remaining participants are removed from the current affairs of the partnership (or must have powers of attorney to make transactions on behalf of the partnership).

5.2.5. A partner authorized to conduct the affairs of a partnership is not entitled, without good reasons refuse to perform their duties.

5.2.6. If there are valid reasons, the authorized representative may refuse to manage the affairs of the partnership, having warned other partners about this no later than __________ (months). In this case, by agreement of the partners, the right to conduct the affairs of the partnership is transferred to another partner.

5.2.7. If there are valid reasons, the authorized person may be removed from the management of the affairs of the partnership on the basis of a decision unanimously adopted by all participants in the partnership.

6. Rights and obligations of comrades

6.1. Each partner has the right:

Participate in the management of the affairs of the partnership in accordance with this agreement;

Receive remuneration for their work in the interests of the partnership;

To receive a part of the profit from the activities of the partnership;

At any time, personally get acquainted with the state of affairs of the partnership, data accounting, reporting and other documentation;

Receive information about the activities of the partnership and the state of its property;

As a matter of priority, acquire the products produced by the partnership and use its services;

At any time, refuse to participate in the partnership in the manner prescribed by this agreement and legislation.

6.2. A partner who has committed any actions in the interests of the partnership without proper authority to do so has the right to reimbursement of expenses incurred by him from his own funds in this case.

The decision on reimbursement of expenses incurred is made by agreement of all comrades (unanimously or by a majority of votes).

6.3. Partners are required to:

Comply with the provisions of this agreement;

Provide the partnership with the information necessary to resolve issues related to its activities;

Observe trade secrets, etc.

6.4. General partners are not entitled to be members of other partnerships as a full partner.

About your participation as contributors to limited partnership or in a limited (additional) liability company, partners must immediately notify the other participants in the partnership.

7. Liability for breach of contract

7.1. In case of arbitrary evasion from participation in the affairs of the partnership, abuse of the right to vote, as well as refusal to execute the decision of the partners adopted in the prescribed manner and other violations of the partnership agreement, the guilty partner may be held liable in the form of compensation for the losses caused to the partnership.

7.2. Damage caused to the partnership through the fault of its participant shall be compensated by him in in full(or another amount established by the agreement of the comrades) by a decision adopted by the rest of the comrades (unanimously or by a majority of votes).

7.3. The amounts to be paid by the participant in compensation for the damage caused by him shall be paid to the settlement account of the partnership no later than __________ (three months or another period) from the date of the adoption of the relevant decision.

7.4. In the event that a participant refuses to compensate for the losses caused by him or delays in fulfilling this obligation, the amount of profit due to this partner shall be reduced by the amount of damage, or the indicated amounts may be recovered in court.

7.5. In the event of filing a lawsuit against any of the partners, the burden of proving the guilt of the partner in violating the partnership agreement, as well as the existence and amount of losses, rests with the plaintiff (plaintiffs).

7.6. For repeated gross violations of a partnership agreement, the guilty partner may be expelled from the membership of the partnership on the basis of a decision unanimously adopted by the remaining participants.

7.7. The partner has the right to appeal against the decision of the partners on his exclusion from the partnership in a judicial proceeding. The burden of proving the legitimacy of the exclusion rests with the comrades who made the decision.

8. The procedure for leaving the partnership and admitting new members

8.1. The withdrawal of a partner from the partnership is carried out by submitting a written application to each participant in the partnership.

8.2. A partner's refusal to participate in a perpetual partnership must be declared at least ________ months before his actual withdrawal. Early refusal to participate in a partnership approved for a certain period is allowed only if there are good reasons.

8.3. The decision to withdraw a participant from the partnership is made by all participants in the partnership (unanimously or by a majority of votes).

8.4. The date on which the participants make a decision on the withdrawal (exclusion) of this person from the partnership is considered the day of the withdrawal of the participant.

8.5. When a participant withdraws from the partnership, he is paid the value of his contribution to the partnership’s property, the value of a part of the partnership’s property proportional to this contribution, as well as the share of profit due to this partner in accordance with the balance drawn up on the day of withdrawal.

Payment of the above amounts is made after the balance sheet of the partnership for the year in which the participant left the partnership, and within a period of up to 12 months from the date of withdrawal.

8.6. At the request of the departing partner and with the consent of the other partners, the share due to him in the property of the partnership may be returned in full or in part in kind.

8.7. If, as a result of the losses incurred, the balance of the partnership turns out to be negative, the general partner leaving the partnership must, no later than __________ (days, months), deposit to the settlement account of the partnership an amount equal to the amount of losses attributable to him.

8.8. General partners bear subsidiary liability for the debts of the partnership 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.

8.9. The property transferred for the use of the partnership shall be returned with the payment of remuneration for the use of its property (or without it).

8.10. The death (liquidation or reorganization) of one of the participants does not terminate the activities of the partnership.

8.11. The heirs (legal successors) of a deceased (reorganized) partner have the right to join the partnership only with the consent of all participants in the partnership. In the absence of such consent or if the heir (legal successor) refuses to participate in the partnership, he shall be paid the amounts that would be due to the deceased (reorganized) participant in the event of his withdrawal from the partnership.

8.12. If after the expiration due date the partnership will not pay the participant or his heir the amounts due to him (will not return the property due), he has the right to apply to the court with a claim for their compulsory recovery.

8.13. If at the time of death (reorganization) of one of the partners the balance of the partnership turns out to be negative, the heirs of the deceased (legal successors of the reorganized) general partner shall be liable for the debts of the partnership within the share of the loss attributable to this partner in the manner prescribed by civil legislation.

8.14. Admission to the partnership of new participants is carried out only with the general consent of all partners. If there are objections from at least one partner, the new participant is not accepted into the partnership.

8.15. If new partners are admitted to the partnership, they become full participants in the partnership after signing the partnership agreement, which in this case is subject to change in the prescribed manner (renewed).

8.16. A new participant admitted to the partnership as a general partner bears subsidiary liability only for those obligations of the partnership that arose after his entry into the partnership (another rule may be established by agreement of the participants).

8.17. A change in the composition of the participants in the partnership entails a change (renegotiation) of the partnership agreement.

9. Procedure for reorganization and liquidation of the partnership

9.1. A partnership may be reorganized (by merger, accession, division, separation, transformation) or liquidated by decision of all its participants, as well as on other grounds provided for by law or an agreement.

9.2. Liquidation of partnership affairs occurs in the following cases:

Expiration of the term for which the partnership was established;

The impossibility of achieving goals by partnerships or on other grounds established by law.

9.3. If, upon the occurrence of the above circumstances, at least one general partner and one contributor remain in the partnership, they may decide to continue the affairs of the partnership.

9.4. The liquidation of the affairs of the partnership is carried out by the partners themselves, and in cases of liquidation of the partnership by decision of a court or arbitration court, by a commission appointed by these bodies.

9.5. The property transferred by the participants for the use of the partnership shall be returned to them in kind (with or without payment of remuneration for the use of the property).

9.6. When liquidating the affairs of the partnership, its indisputable debts are to be satisfied first of all, and the disputed debts are provided at the expense of the property of the partnership up to its division among the participants.

9.7. If the property and funds of the partnership are insufficient to satisfy the indisputable and secure its disputed debts, the missing amount must be made up by the general partners in the amount of the share of the loss attributable to each of them.

If any of the partners turns out to be insolvent, then the part of the losses attributable to him is distributed among the other partners, who have the right of recourse claims against the insolvent participants.

The funds remaining after the satisfaction of the indisputable and the provision of disputed debts of the partnership are first of all directed to the payment of dividends due to them (interest accruals on their contributions to the property of the partnership) to the limited partners of the partnership.

9.8. The capital of the partnership remaining after the satisfaction of creditors' claims is subject to division among the partners in proportion to their shares in the share capital (or in another manner by agreement).

10. Validity, procedure for changing and terminating the contract

10.1. The contract comes into force from the moment it is signed by all partners and notarized in the prescribed manner.

10.2. The term of the contract is not set (set until _________________________).

10.3. This agreement may be amended or supplemented by agreement of the participants of the partnership.

10.4. The contract is terminated in the cases and in the manner established by the agreement of the participants in the partnership and the current legislation.

Founders signatures

Appendix 3

APPROVED

general meeting of participants

Protocol No. ____

from "___" ____________ 2006

An exemplary memorandum of association between the participants
limited liability companies

1. Limited Liability Company _______________________________________________,

2. Members of the Company are: ______________________________________________________________.

3. The company is created for the implementation of foreign economic, production and economic and other commercial activities for the purpose of making a profit.

4. Location of the Company: Russian Federation, ____________________________________________

5. A company under Russian law is a legal entity from the moment of its registration in the manner prescribed by law, operates on the principles of full cost accounting and self-financing, has an independent balance sheet, opens settlement and other accounts in various banks, has a round seal with its name, a stamp, forms with its name, emblem, trademark, certificates of the established form and other necessary attributes.

6. The company is responsible for the results of its activities with all its property, which, in accordance with the current legislation, may be levied.

The creation of a general partnership in the Republic of Belarus includes three stages:

Conclusion of the memorandum of association;

Making contributions (part of contributions) to the share capital;

State registration.

Some authors, for example, Ya. I. Funk, single out another stage that precedes the conclusion of a memorandum of association - the registration of future general partners as individual entrepreneurs or commercial organizations. However, this stage may be absent due to the fact that the founder may already have the status individual entrepreneur or commercial organization. Thus, the above stage, from my point of view, is optional, and therefore I will begin by considering the procedure for concluding a memorandum of association of a general partnership.

According to the legislation of the Republic of Belarus, a general partnership is created and operates on the basis of a constituent agreement (Article 67 of the Civil Code of the Republic of Belarus). In a full partnership there is no charter of a legal entity. ME AND. Funk explains the lack of a charter in a partnership by the fact that the legislation of the Republic of Belarus retains a view of a general partnership as a contract, i.e. there is no charter of a legal entity due to the contractual basis of a general partnership.

However, it should be noted that, in accordance with the Regulations on state registration and liquidation (termination of activities) of business entities, approved by the Decree of the President of the Republic of Belarus dated March 16, 1999 No. 11 (p. 23) when the legislation provides for the conclusion of such an agreement, i.e. in accordance with the Regulations, in order to create a general partnership, its charter must be submitted.

But according to Article 67 of the Civil Code of the Republic of Belarus, when registering a general partnership, it is necessary to submit two copies of copies of the constituent agreement, notarized, if such certification is required in accordance with the law. Those. The Civil Code of the Republic of Belarus mentions only the memorandum of association and therefore the Regulation must be interpreted taking into account Art. 67 GK.

The constituent agreement of a general partnership in the Republic of Belarus (clause 2 of article 48 and clause 2 of article 67) and the Regulations (clause 29) must contain a number of provisions:

Name of the full;

The obligation of the parties to the contract to create a legal entity;

The procedure for joint activities to create a general partnership;

Conditions for the participation of founders in the activities of a general partnership;

The objectives of the activities of the general partnership and only those types of economic activities that will be carried out by the general partnership;

Management procedure in a full partnership;

Conditions on the size and composition of the statutory fund of a general partnership;

Conditions on the procedure for changing the shares of each of the participants in the authorized capital of a full partnership;

On the responsibility of participants for violation of obligations to make contributions to the statutory fund of a general partnership;

Information about separate subdivisions(branches and representative offices) of a general partnership;

An indication of the subsidiary liability of the general partnership;

An indication of the priority subsidiary liability imposed by the decision of the economic court for debts to the budget of general partners or other persons who have the right to give instructions binding on the general partnership or otherwise determine its actions in the event of liquidation of the general partnership.

The legislation of the Republic of Belarus provides for a closed list of mandatory information that must be contained in the founding agreement of a general partnership. However, it should be said that this information is only part of the relationship that is regulated in the memorandum of association of a general partnership. Therefore, the above conditions are only essential conditions agreements established by law. In addition to them, there may be other essential conditions already determined by the parties, as well as other conditions of the contract.

It should be noted that Ya. I. Funk in his work “Full Partnership” indicates that in the legislation most of the issues of the functioning of a full partnership are not regulated in detail, or there is discretion. As a result, participants in a general partnership, unlike participants in business companies, have the opportunity, guided by the needs of a particular partnership, to more fully take into account the specifics of its activities in the memorandum of association.

In other states, as a rule, even more minimum mandatory requirements to the constituent documents of a general partnership (for example, in Germany, a memorandum of association can be drawn up in any form) Ya.I. Funk. Full partnership under the laws of the Russian Federation and the Republic of Belarus. P. 139..

The founding agreement of a general partnership in the Republic of Belarus may be concluded both for a term and without specifying a term. In addition, it should be noted that in relation to the constituent agreement, there is a general approach to civil law terms (Article 191 of the Civil Code of the Republic of Belarus).

The Civil Code of the Republic of Belarus, regulating general partnerships, does not indicate the form of the constituent agreement, but, based on Articles 162, 164 of the Civil Code of the Republic of Belarus, the constituent agreement must be concluded in writing. Both a simple and a notarial form can be used, however, a notarial form - only if there is an agreement between the parties, since there is no indication in the legislative acts of the notarial form of the memorandum of association (paragraph 2 of article 164 of the Civil Code of the Republic of Belarus). The memorandum of association can be concluded by drawing up one document signed by the parties, as well as by exchanging documents by means of postal, telegraph, teletype and other communications, which makes it possible to reliably establish that the document comes from the party under the agreement (clause 2 of article 404 of the Civil Code of the Republic of Belarus). Although the legislation does not require a single document, but the memorandum of association, as a rule, is concluded by drawing up one document in required quantity copies.

It should be noted that already the Civil Code of the BSSR of 1923 (Articles 333-335, 351) provides for a written form of a general partnership agreement. In addition, the full partnership agreement had to be notarized on pain of invalidity.

Changes in the founding agreement of a full partnership in the Republic of Belarus become effective for third parties only from the moment of state registration, however, a full partnership and its participants are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to these changes (clause 3 of Art. 48 of the Civil Code of the Republic of Belarus).

This is the approach of the current legislation, which actually provides for different terms for the entry into force of the same amendments and additions to the memorandum of association for participants and third parties, since, based on the provisions of the Civil Code of the Republic of Belarus, participants in a full partnership are in any case associated with amendments to the agreement duly adopted yet until the moment of their state registration.

Changes to the founding agreement of a full partnership in accordance with the current legislation of the Republic of Belarus are subject to registration in a manner similar to the state registration of a full partnership. This provision is based on the civil codes of the Soviet republics of the 1920s, according to which changes and additions to the initial application for the establishment of a full partnership, i.e. a change in the composition of a general partnership, its firm, location, a change in the representative of the partnership, a change in the share capital, the termination of the partnership, etc., is declared and published in the manner prescribed for the registration of a general partnership.

Speaking about the termination of the constituent agreement of a full partnership, it should be noted that this legal phenomenon is not identical with the liquidation of the partnership itself, since the termination of the constituent agreement is only the basis for the liquidation of Ya.I. Funk. Full partnership under the laws of the Russian Federation and the Republic of Belarus. P. 147. In turn, the transformation of a full partnership does not mean the automatic termination of the founding agreement, which can be transformed (changed) into another agreement, for example, into the founding agreement of a limited partnership.

full partnership

1. THE SUBJECT OF THE AGREEMENT

1.1. Citizens of the Russian Federation: agreed to establish, in accordance with the current legislation of the Russian Federation, a General Partnership "" (hereinafter referred to as the "Partnership").

1.2. In accordance with the law and this agreement, a participant in this general partnership is not entitled to participate in other general partnerships.

1.3. The general partnership "" is a legal entity and builds its activities on the basis of this Constituent Agreement and the current legislation of the Russian Federation.

1.4. Full company name of the partnership in Russian: Full partnership "", abbreviated name: PT "".

1.5. The partnership is a commercial organization.

1.6. The Partnership has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure. The partnership has a round seal containing its full company name in Russian and an indication of its location. The partnership has stamps and forms with its name, its own emblem and other means of visual identification.

1.7. The partnership is the owner of its property and funds and is liable for its obligations with its own property. Participants have the rights of obligation in relation to the Partnership provided for by law and the founding documents of the partnership.

1.8. The participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

1.9. Admission of new participants to the partnership is carried out with the consent of all participants in the partnership.

1.10. The location of the partnership is the city.

1.11. The legal address of the partnership is .

2. OBJECTIVES AND SUBJECT OF ACTIVITY

2.1. The goals of the partnership are to expand the market for goods and services, as well as to make a profit.

2.2. The partnership has the right to carry out any types of activities not prohibited by law, including the subject of the partnership's activities are:

wholesale and retail purchase and sale, as well as export and import, of perfumery and cosmetic products, knitwear, other consumer goods, as well as food products;
organization and holding of various lectures and seminars, including those in the field of nature protection, medicine;
organization of various exhibitions, including exhibitions medical equipment, new medicines;
purchase, sale and organization of delivery of medicines and medical devices to pharmacies, medical institutions and other legal and individuals in the manner prescribed by law; - organization of pharmacies;
organizing and conducting training for the administrative and managerial apparatus of organizations various forms property, in the field of environmental protection;
implementation of agricultural activities, processing and sale of agricultural products;
production of foodstuffs and other consumer goods;
provision of service, transport, hotel, tourist services, including international and professional tourism;
editorial and publishing, printing activities;
translation activities (translation of texts and oral speech With foreign languages into Russian and from Russian into a foreign language);
organization of trips and excursions in Russia and foreign countries;
implementation of export, import, leasing and barter transactions, as well as other forms and types of foreign economic activity;
purchase and sale of all types of movable and immovable property, goods, mechanisms and industrial equipment, raw materials and semi-finished products, spare parts and parts, conducting all types of commercial transactions and other legal transactions with property, including real estate;
implementation of various production and commercial projects in the Russian Federation and abroad that do not contradict the current legislation and correspond to the tasks of the partnership;
production of software products and software and hardware complexes, creation, development and implementation of databases and application software packages for computers;
carrying out research, design and development work and providing relevant services;
provision of intermediary, dealer, advertising, consulting, marketing and other services to organizations and citizens of the Russian Federation, as well as foreign firms and citizens;
collection and dissemination of commercial and economic information;
implementation of construction, repair, commissioning, installation and other production and design work;
production of building materials;
design, restoration and other design works and services;
investment activity in production and social sphere within the country and abroad;
implementation of foreign economic activity in accordance with the established procedure;
other types of activities that do not contradict the current legislation.

2.3. In order to achieve the goals of its activities, the partnership may acquire rights, bear obligations and carry out any actions that will not contradict the current legislation and this agreement.

2.4. The Partnership carries out its activities on the basis of any, with the exception of those prohibited by law, operations, including by:

carrying out works and providing services on orders legal entities and citizens, both in Russia and abroad, on the basis of concluded agreements or on their own initiative on the terms determined by the agreement of the parties;
supply of products, performance of work, provision of services on credit, provision of financial or other assistance on terms determined by agreement of the parties;
participation in the activities of other legal entities by acquiring their shares, making share contributions, except for general partnerships;
creation joint ventures with foreign legal entities and citizens, in accordance with applicable law;
joint activities with other legal entities to achieve common goals.

3. LEGAL STATUS OF THE PARTNERSHIP

3.1. The partnership is considered to be established as a legal entity from the moment of state registration.

3.2. The partnership, in order to achieve the goals of its activities, has the right to bear obligations, exercise any property and personal non-property rights granted by law to general partnerships, on its own behalf to make any transactions permitted by law, to be a plaintiff and defendant in court.

3.3. The partnership is the owner of the property acquired in the course of its economic activity. the partnership exercises possession, use and disposal of the property in its ownership at its own discretion in accordance with the objectives of its activities and the purpose of the property.

3.4. The property of the partnership is taken into account on its independent balance sheet.

3.5. The partnership has the right to use credit in rubles and in foreign currency.

3.6. The partnership is liable for its obligations with all its assets. The partnership is not liable for the obligations of the state, but for the debts of the participant, it is allowed to levy execution on the share of the participant only if there is a shortage of his other property to cover the debts. The state is not liable for the partnership's obligations. The participants in a partnership shall jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

3.7. The partnership can create independently and jointly with other partnerships, cooperatives, enterprises, institutions, organizations and citizens on the territory of the Russian Federation organizations with the rights of a legal entity in any organizational and legal forms permitted by law, except for general partnerships specified in clause 1.2, the partnership has the right to have subsidiaries and dependent partnerships with the rights of a legal entity.

3.8. The partnership may create branches and open representative offices in the territory of the Russian Federation and abroad. Branches and representative offices are established with the consent of all participants and act in accordance with the Regulations on them. Regulations on branches and representative offices are approved by the General Meeting of Participants.

3.9. The establishment of branches and representative offices abroad is governed by the laws of the Russian Federation and the relevant states.

3.10. Branches and representative offices are not legal entities and are endowed with basic and working capital through partnership.

3.11. Branches and representative offices carry out activities on behalf of the partnership. The partnership is responsible for the activities of its branches and representative offices. The heads of branches and representative offices are appointed with the consent of all participants in the partnership and act on the basis of powers of attorney issued by the partnership. Powers of attorney to the heads of branches and representative offices on behalf of the partnership are issued by the Director of the general partnership or a person replacing them.

3.12. Dependent and subsidiary partnerships in the territory of the Russian Federation are created in accordance with the legislation of the Russian Federation, and outside the territory of Russia - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent partnership, unless otherwise provided international treaty Russian Federation. The grounds on which a partnership is recognized as a subsidiary (dependent) shall be established by law.

3.13. Subsidiary and dependent partnerships are not liable for the debts of the partnership, unless otherwise provided by law or agreement. A partnership bears joint and several liability for the obligations of a subsidiary (dependent) partnership only in cases expressly established by law or the agreement.

3.14. The partnership is obliged to compensate for the losses of the subsidiary (dependent) partnership caused through its fault.

3.15. The partnership independently plans its production and economic activities. The management of the affairs of the general partnership is entrusted to three participants - the Directors of the general partnership. The remaining participants in order to make transactions on behalf of the partnership must have a power of attorney from the participants who are entrusted with the management of the affairs of the partnership.

3.16. The performance of work and the provision of services are carried out at prices and tariffs established by the partnership independently.

3.17. The partnership has the right:

in the manner prescribed by law, to participate in activities and create in the Russian Federation and other countries business partnerships and other enterprises and organizations with the rights of a legal entity, except for other general partnerships;
participate in associations and other types of associations;
participate in activities and cooperate in any other form with international public, cooperative and other organizations;
purchase and sell products (works, services) of other companies, enterprises, associations and organizations, as well as foreign firms both in the Russian Federation and abroad in accordance with applicable law;
exercise other rights and bear other obligations in accordance with the current legislation.

3.18. The partnership has the right to attract Russian and foreign specialists for work, independently determining the forms, amounts and types of remuneration.

3.19. The Partnership, in order to implement technical, social, economic and tax policies, is responsible for the safety of documents (managerial, financial and economic, personnel, etc.); ensures the transfer for state storage of documents of scientific and historical significance to the central archives, in accordance with the list of documents agreed with the association ""; stores and uses documents on personnel in accordance with the established procedure.

3.20. In order to achieve the goals of its activities, the partnership may acquire rights, assume obligations and carry out any actions not prohibited by law. The activities of the partnership are not limited to those stipulated in the Memorandum of Association. Transactions that go beyond the limits of the Memorandum of Association, but not contrary to the law, are valid.

4. SHARE CAPITAL

4.1. The share capital of the partnership at the time of establishment is declared in the amount of rubles. All contributions to the share capital are cash.

4.2. The share capital is divided into shares, which are distributed as follows:

- rubles, which is % of the share capital of the partnership - shares;
- rubles, which is % of the share capital of the partnership - shares;
- rubles, which is % of the share capital of the partnership - shares;

Total - rubles - 100% of the share capital - shares.

4.3. The founders contribute at least 50% of their share in the share capital at the time of registration of the partnership by crediting the appropriate amount of money to the current account of the partnership. The rest of the founders contribute within one year after the registration of the partnership.

4.3.1. In case of failure to fulfill the obligation specified in clause 4.3, the participant is obliged to pay to the partnership ten percent per annum from the unpaid part of the contribution and compensate the losses caused to the partnership.

4.4. The relations of participants with the partnership and among themselves, as well as other issues arising from the right of a participant to a share in the property of the partnership, are regulated by law and this Memorandum of Association.

4.5. The share capital of the partnership can be formed at the expense of profit from its activities. If necessary, including in cases expressly provided for by law, the share capital may be increased both at the expense of additional contributions from the participants, and at the expense of profit from the activities of the partnership.

4.6. The decision to increase (decrease) the share capital is made by General meeting participants.

4.7. The reduction of the share capital is carried out in the manner determined by this memorandum of association and current legislation, only after notification of all creditors of the partnership.

4.8. It is not allowed to release a participant of the partnership from the obligation to make a contribution to the share capital of the partnership, including by offsetting claims against the Partnership.

5. RIGHTS AND OBLIGATIONS OF PARTICIPANTS

5.1. The participant is obliged:

5.1.1. Within one year after being accepted into the partnership, pay the share in the share capital determined for him. Dividends are accrued to the participant from the moment of actual payment of 100% of his share in the share capital.

5.1.2. Comply with the terms of the Memorandum of Association, implement the decisions of the management bodies of the partnership, adopted within their competence.

5.1.3. Maintain confidentiality on issues related to the activities of the partnership, the list of which is determined by the decision of all participants.

5.1.4. Immediately notify the director of the impossibility of paying the declared share in the share capital.

5.1.5. Protect the partnership's property.

5.1.6. Fulfill the obligations assumed in relation to the Partnership and other participants.

5.1.7. To assist the Partnership in carrying out its activities.

5.1.8. Responsible for the obligations of the partnership that arose before the moment of its withdrawal from the partnership on an equal basis with the remaining participants 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.

5.1.9. He is obliged to answer for the obligations of the partnership that arose before his entry into the partnership on an equal basis with other participants, even if he is not a founder.

5.1.10. Coordinate with the other participants the execution on their own behalf in their own interests or in the interests of third parties of transactions similar to those that constitute the subject matter of the partnership.

5.2. The participant has the right:

5.2.1. Participate in the distribution of profits.

5.2.2. To receive in proportion to its share in the share capital the share of profit (dividends) to be distributed among the participants.

5.2.3. Participate in the management of the partnership.

5.2.4. Receive from the management bodies of the partnership the necessary information on issues related to the activities of the partnership.

5.2.5. Elect and be elected to the management and supervisory bodies of the partnership.

5.2.7. To receive in the event of liquidation of the partnership part of the property remaining after settlements with creditors, or its value.

5.2.8. Appeal in court against the actions of officials of the partnership, at the request of other participants.

5.2.9. Make proposals on the agenda of the General Meeting of Participants.

5.2.10. Withdraw from a general partnership, declaring a refusal to participate in the partnership, receive the value of a part of the partnership's property in the manner and within the time limits established by this memorandum of association and the law. Refusal to participate in a general partnership established without specifying a term must be declared by the participant at least six months before the actual withdrawal from the partnership.

5.2.11. Use other rights granted to the participants of partnerships by the legislation.

5.3. Any agreements of the participants of the partnership aimed at restricting the rights of any other participant in comparison with the rights granted by the current legislation are void.

5.4. The participants in the partnership have the right to preemptively purchase a share (its part) in the joint capital of the partnership, sold or otherwise alienated by another participant in proportion to the size of their share. The agreement of the participants in the partnership may provide for a different procedure for exercising the pre-emptive right to purchase.

5.5. A participant in a partnership has the right, with the consent of other participants in the partnership. sell or otherwise assign his share in the share capital of the partnership or part of it to one or more participants in the partnership or to a third party.

5.6. The share of a participant in a partnership may be alienated before its full payment only to the extent that it has already been paid.

5.7. A participant wishing to sell his share (its part) submits a corresponding application to the directors of the partnership, which must indicate to whom he is going to sell his share (its part) and the sale price.

5.8. The participant acquires the right to alienate his share (its part) to third parties only with the consent of the General Meeting of Participants.

5.9. The consent of the General Meeting of Participants to the acquisition of a participant's share by a third party is the basis for the participant to conclude a transaction for the purchase and sale of a share or another transaction entailing the transfer of the right to a share, in the manner prescribed by law. The conclusion of a purchase and sale transaction (another transaction) is the basis for amending the Memorandum of Association of the partnership in the part that determines the list of participants in the partnership and the size of their shares.

5.10. In the event that the participants in the partnership do not use their pre-emptive right to purchase within a month from the date of notification of the forthcoming sale of the share, the participant wishing to sell his share (its part) has the right to apply to the participants with a written request (request) to agree to the sale of the share by a third party. persons. Within one month, the participants must agree to the sale of the share or refuse such consent. Participants deny the participant the right to sell the share to third parties on the grounds that it is inappropriate for the partnership to involve third parties in the composition of participants or for other reasons.

5.11. If, in accordance with the decision of the participants, the alienation of the share of the participant (its part) to third parties is impossible, and the other participants in the partnership refuse to purchase it, the participant has the right to demand that the partnership conclude an agreement for the redemption of the share. The cost of a share (its part) is determined by agreement of the parties. If the partnership and the participant fail to agree on the conditions for the redemption of the share, the participant has the right to declare his withdrawal from the participants in the partnership. In this case, he must be paid the value of a part of the property corresponding to his share in the joint capital of the partnership in the manner, method and within the time limits provided for by law and this constituent agreement, or property corresponding to such value shall be issued in kind.

5.12. In the event of the acquisition of a participant's share (its part) by the partnership itself, it is obliged to sell it to other participants or third parties within 6 (six) months after the acquisition in the manner prescribed by law and this agreement, or reduce its share capital in the prescribed manner.

5.13. Shares in the joint capital of the partnership may be transferred to the heirs of citizens and successors of legal entities that were participants in the partnership, with the consent of the participants in the partnership. Consent to the transfer is given by the General Meeting of the participants of the partnership.

5.14. If the partnership refuses to agree to the transfer of a share to an heir (successor), the heir (successor) has the right to demand payment of the actual value of the share or the issuance of property for such a value. The payment of the value of the share to the heir (successor) is carried out in the manner, terms and methods established by this memorandum of association for the payment of the value of the share to participants leaving the partnership. The heir (successor) of a participant in a general partnership shall be liable for the obligations of the partnership to third parties, for which, in accordance with clause 5.1.9 of this agreement, the withdrawn participant would be liable, within the limits of the property transferred to him.

6. ORDER OF EXIT OF A PARTICIPANT FROM THE PARTNERSHIP

6.1. A participant has the right to withdraw from the partnership at any time, regardless of the consent of its other participants. At the same time, the participant withdrawing from the partnership must be paid the value of the part of the property corresponding to his share in the share capital in the manner, method and terms established by this memorandum of association and current legislation.

6.2. When leaving the partnership, the participant submits a corresponding written application at least six months before the actual withdrawal from the partnership. The participant's statement is evidence of his withdrawal from the partnership.

6.3. The part of the property of the partnership due to the departing participant or its value is determined according to the balance sheet drawn up at the time of its withdrawal, with the exception of the case of foreclosure on the share of this participant for his own debts

6.4. Payments to withdrawing participants begin from the date approved by the decision of the participants, but no later than 10 months after the relevant decision.

7. MANAGEMENT OF THE PARTNERSHIP. GENERAL MEETING OF PARTICIPANTS

7.1. The supreme governing body of the Partnership is the General Meeting of Participants. Once a year, the Association holds an annual general meeting. The General Meetings of Participants held in addition to the annual General Meetings are extraordinary. The sole executive body is the directorate.

7.2. The exclusive competence of the General Meeting of Participants includes:

7.2.1. Amendment and addition of the Articles of Association of the Partnership, adoption of the new Articles of Association;

7.2.2. Change in the size of the authorized capital;

7.2.3. Reorganization of the Partnership and liquidation;

7.2.4. Appointment of the liquidation commission and approval of the interim and final liquidation balance sheets;

7.2.5. Election of a director, early termination of his powers;

7.2.6. Election of the Audit Commission (Auditor) of the Partnership and early termination of their powers;

7.2.7. Approval of the auditor of the Partnership;

7.2.8. Approval of annual reports, balance sheets, profit and loss accounts of the Partnership, distribution of profits and losses;

7.2.9. Approval of the Regulations on the procedure for preparing and conducting the General Meeting of Participants, determining the procedure for conducting the meeting;

7.2.10. Making a decision on withdrawal from the membership and admission of new participants of the Partnership;

7.2.11. Establishment of branches and opening of representative offices of the Partnership and approval of the Regulations on branches and representative offices of the Partnership;

7.2.12. Making decisions on participation of the Partnership in other organizations, including holding companies, financial and industrial groups and other associations of commercial organizations; The General Meeting of Participants has the right to resolve other issues, if their decision is referred to the competence of the General Meeting by this charter or law. Resolution of issues referred to the exclusive competence of the General Meeting of Participants cannot be transferred to the executive body (General Directorate).

7.3. The General Meeting is eligible if it is attended by participants (representatives of participants) with more than 50% of the votes from total number votes of the members of the Partnership. All issues are resolved by a majority vote of the number of votes owned by the participants (representatives of participants) present at the meeting, unless otherwise provided by this charter or law.

7.4. Decisions on issues provided for in clauses 7.2.1, 7.2.2, 7.2.3, the General Meeting has the right to consider if there are participants (their representatives) who in total have at least 3/4 of the shares in authorized capital Partnerships. Decisions on issues stipulated in clauses 7.2.1, 7.2.2 are taken by a majority of 3/4 of the total number of votes owned by the participants (representatives of the participants) present at the General Meeting. The decision on the issue provided for in clause 7.2.3 is taken by the participants (representatives of participants) present at the General Meeting of Participants - unanimously.

7.5. The meeting is chaired by the Chairman of the General Meeting of Participants, selected from the membership of the Partnership.

7.6. If a quorum is not met, the meeting is dissolved. A repeat meeting is scheduled no later than 30 days later and is considered eligible if there are participants owning at least 30% of the total number of votes of the Partnership participants, if all participants were duly notified of the time, place and agenda of the repeat meeting.

7.7. No more than 15 months should elapse between annual meetings.

7.8. Annual General Meetings are convened by the Directorate of the Partnership, which notifies the participants of the Partnership of the appointment of the annual General Meeting of Participants, acquaints the participants with the documents and materials submitted for decision by the General Meeting, resolves other issues of preparing the annual General Meeting of Participants. The General Meeting of Participants is not entitled to make decisions on issues not included in the agenda.

7.9. Extraordinary meetings are convened by the directorate, as well as at the request of the Audit Commission (Auditor) or at the initiative of the participants who in aggregate have at least 10% of the votes of the total number of votes of the participants in the Partnership.

7.10. The Directorate of the Partnership must, within 10 days after receiving the request to convene an extraordinary General Meeting, decide to convene or refuse to convene the General Meeting of Participants.

7.11. The decision of the Directorate of the Partnership to refuse to convene an extraordinary General Meeting of Participants at the request of the participants, the Audit Commission (Auditor) may be appealed to the court.

7.12. In the event that within 10 days from the date of presentation of the request of the Audit Commission (Auditor) or participants holding in aggregate not less than 10% of the votes of the total number of votes of the participants, a decision has not been made to convene an extraordinary General Meeting of Participants, or a decision has been made to refuse its convocation, an extraordinary General Meeting may be convened by persons requiring its convocation. All expenses for convening and holding an extraordinary General Meeting are covered by the Partnership.

7.13. Participants shall be notified of the date and place of the General Meeting no later than 30 days prior to the date of the meeting. The form of notifying participants of the meeting is determined by the General Meeting of Participants.

7.14. Voting at the General Meeting is held behind closed doors (secretly) if it is required by participants who have at least 30% of the total votes of the participants present at the meeting (representatives of participants). In other cases, all decisions are taken by open vote.

7.15. The participant has the right to apply to the court with an application to invalidate the decision of the General Meeting, adopted in violation of the current legislation, the constituent Agreement or this Charter, if the participant was not present at the General Meeting or voted against the decision.

7.16. The powers of the director may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular due to gross violation authorized persons of his duties or his revealed inability to reasonably conduct business. Based judgment necessary changes are made to the memorandum of association.

7.17. Participants in a full partnership have the right to demand in court the exclusion of one of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular as a result of a gross violation by this participant of his duties or his inability to reasonably conduct business.

8. DIRECTORATE OF THE PARTNERSHIP

8.1. The Directorate is the sole executive body of the Partnership.

8.2. The Directorate manages the current activities of the Partnership and resolves all issues that are not referred by this Charter and the law to the competence of other governing bodies of the Partnership.

8.3. The Directorate without a power of attorney acts on behalf of the Partnership.

8.4. Directorate:

considers current and prospective work plans;
ensures the implementation of the Partnership's activity plans;
approves the rules, procedures and other internal documents of the Partnership, with the exception of documents, the approval of which is referred by this Charter to the competence of other governing bodies of the Partnership;
defines organizational structure partnerships;
ensures the implementation of decisions of the General Meeting of Participants;
prepares materials, projects and proposals on issues submitted for consideration by the General Meeting of Participants;
manages the property of the Partnership within the limits established by the General Meeting of Participants, this Charter and current legislation;
approves the staffing tables of the Partnership, branches and representative offices of the Partnership;
hiring and firing employees;
in order, established by law, this Charter and the General Meeting of Participants, encourages employees of the Partnership, and also imposes penalties on them;
represents the Partnership without a power of attorney in relations with individuals and legal entities, both in the Russian Federation and abroad;
opens settlement, currency and other accounts of the Partnership in banking institutions, concludes contracts and makes other transactions, issues powers of attorney on behalf of the Partnership;
approves the contractual tariffs for the services and products of the Partnership;
organizes accounting and reporting;
submit for approval by the General Meeting of Participants the annual report and balance sheet of the Partnership;
makes decisions on other issues related to the current activities of the Partnership.

8.4. A participant (representative of a participant - a legal entity) of the Partnership or any other person who, in the opinion of the majority of participants in the Partnership, can be elected as a director. necessary knowledge and experience. The director is elected by the General Meeting of the Partnership for a period of 1 year by a simple majority vote of the members of the Partnership present at the meeting.

8.5. The contract with the director on behalf of the Partnership is signed by one of the participants in the Partnership, specially authorized for this by the General Meeting of Participants.

8.6. The Directorate issues orders and directives.

8.7. Deputy Directors are appointed by the Directorate in accordance with staffing and lead the areas of work in accordance with the distribution of responsibilities approved by the directorate. Deputy directors act on behalf of the Partnership within their competence without a power of attorney. In the absence of the director, as well as in other cases when the directorate cannot perform its duties, its functions are performed by deputies appointed by them.

8.8. Deputy directors, within their competence, have the right to conclude contracts, sign orders and instructions, send requests, letters and responses to them in accordance with the approved distribution of duties.

8.9. The appointment and dismissal of the chief accountant, heads of branches and representative offices, as well as other persons with the right to sign financial documents, are carried out by the Directorate or a person replacing him.

9. AUDIT COMMISSION (AUDITOR)

9.1. Control over the financial and economic activities of the Partnership is carried out by the Audit Commission or the Auditor elected by the General Meeting. The procedure for the exercise by the Audit Commission (Auditor) of its powers, its quantitative and personnel approved by the General Meeting of Members. If the Audit Commission is elected, the number of its members cannot be less than three.

9.2. Any participant (representative of a participant) elected in accordance with the established procedure by the General Meeting of Participants can be a member of the Audit Commission (Auditor). Persons holding managerial positions in the Partnership, including the director, are not entitled to be members of the Audit Commission.

9.3. The Audit Commission carries out annual audits of the financial and economic activities of the Partnership and submits its conclusion to the annual General Meeting of Participants. In addition, the Audit Commission has the right to carry out unscheduled inspections carried out on behalf of the General Meeting, own initiative or at the request of participants holding in the aggregate at least 10% of the authorized capital.

9.4. Meetings of the Audit Commission are competent if at least 2/3 of its members are present. All decisions of the Audit Commission are made by a majority vote of the members of the Audit Commission present at the meeting.

9.5. A member of the Audit Commission (Auditor) has the right to demand from the officials of the Partnership to provide all required documents and personal explanations. The Audit Commission (Auditor) has the right to involve in its work experts and consultants, whose work is paid at the expense of the Partnership.

9.6. The annual report and balance sheet are submitted to the General Meeting with the conclusion of the Audit Commission (Auditor).

9.7. The Audit Commission (Auditor) is obliged to demand the convening of an extraordinary General Meeting of Participants if there is a serious threat to the interests of the Partnership.

9.8. The powers of the Audit Commission (Auditor) and the procedure for its activities are determined by this Charter and the Regulations on the Audit Commission (Auditor) approved by the General Meeting of Participants.

10. PROPERTY, ACCOUNTING AND REPORTING

10.1. The property of the Partnership is formed at the expense of contributions to the share capital, as well as at the expense of other sources provided for by the current legislation. In particular, the sources of formation of the property of the Partnership are:

share capital of the Partnership;
income received from the services rendered by the Partnership;
loans from banks and other creditors;
contributions of participants;
gratuitous or charitable contributions and donations of organizations, enterprises, citizens;
other sources not prohibited by law.

10.2. The reserve fund is formed at the expense of annual deductions in the amount of not more than 5% of net profit, until the amount of the reserve fund reaches 15% of the Shared Capital of the Partnership. If, after reaching the specified amount, the reserve fund is used up, deductions to it are renewed until full recovery.

10.3. The partnership has the right to form other funds, deductions to which are made in the amount and in the manner established by the General Meeting of Participants.

10.4. The property of the Partnership may be withdrawn only by a court decision that has entered into force. Foreclosure on a participant's share in the share capital of a general partnership for the participant's own debts is allowed only if there is a shortage of his other property to cover debts. The creditors of such a participant shall have the right to demand that a part of the property be allocated from the general partnership.

10.5. The partnership may combine part of its property with the property of other legal entities for the joint production of goods, performance of work and provision of services, as well as for other purposes not prohibited by law.

10.6. The Partnership records the results of work, maintains operational, accounting and statistical records in accordance with the standards in force in the Russian Federation.

10.7. The organization of document flow in the Partnership is carried out by the Directorate.

10.8. Documentation is maintained at the location of the Partnership, including:

constituent documents of the Partnership;
all accounting documents necessary for conducting audits of the economic activity of the Partnership;
minutes of the General Meetings of Participants and the Audit Commission;
a list of persons having a power of attorney to represent the Partnership;
lists of employees of the Partnership;
other documents.

10.9. The documents listed in paragraph 10.8 of these Articles of Association must be available for review by the participants of the Partnership at any time during working time. Familiarization with documents related to commercial secrets is governed by the Regulations approved by the General Meeting of Participants.

10.10. The financial year of the Partnership coincides with the calendar year. The first fiscal year ends with ""2019.

10.11. Directorate and Chief Accountant Partnerships are personally responsible for compliance with the order of conduct, the accuracy of accounting and reporting.

11. DISTRIBUTION OF PROFIT

11.1. The decision on the distribution of profits is made by the General Meeting of Participants.

11.2. Part of the net profit subject to distribution is distributed in proportion to contributions to the share capital of the Partnership.

12. LIQUIDATION AND REORGANIZATION

12.1. The partnership may be voluntarily reorganized in the manner prescribed by law. The reorganization of the Partnership can be carried out in the form of a merger, accession, division, separation and transformation. When reorganizing, appropriate changes are made to the constituent documents of the Partnership.

12.2. Not later than 30 days from the date of the decision on reorganization, the Partnership notifies its creditors in writing. The rights of creditors arising in connection with the reorganization of the Partnership are determined by law.

12.3. The reorganization of the Partnership in the appropriate forms is carried out in the manner determined by the current legal norms. And also in the case when there is only one participant in the partnership. Such a participant has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into a business company in the manner prescribed by this Code.

12.4. A partnership may be liquidated voluntarily or by a court decision and provided that only one participant remains in the partnership, as well as on the grounds provided for by the Civil Code of the Russian Federation.

12.5. The liquidation of the Partnership entails its termination without the transfer of rights and obligations by way of succession to other persons. The liquidation of the Partnership is carried out in the manner prescribed by the Civil Code of the Russian Federation, other legislative acts subject to the provisions of this memorandum of association.

12.6. The question of the voluntary liquidation of the Partnership and the appointment of a liquidation commission shall be submitted to the decision of the General Meeting by the Directorate. The General Meeting of Participants decides on the liquidation of the Partnership.

12.7. The General Meeting of Participants is obliged to immediately inform the state registration body in writing of the adoption of a decision to liquidate the Partnership in order to enter into the unified state register of legal entities information that the Partnership is in the process of liquidation.

12.8. The General Meeting of Participants establishes, in accordance with the law, the procedure and terms for the liquidation of the Partnership and, in agreement with the body that carries out state registration of legal entities, appoints a liquidation commission consisting of the Chairman, Secretary and members of the liquidation commission. The number of members of the liquidation commission, including the Chairman and the Secretary, cannot be less than three.

12.9. From the moment of appointment of the liquidation commission, all powers to manage the affairs of the Partnership, including the representation of the Partnership in court, pass to it. All decisions of the liquidation commission are made by a simple majority of votes of the total number of members of the commission. The minutes of the meetings of the liquidation commission are signed by the Chairman and the Secretary.

12.10. The chairman of the liquidation commission represents the Partnership on all issues related to the liquidation of the Partnership, in relations with creditors, debtors of the Partnership and with participants, as well as with other organizations, citizens and government bodies, issues powers of attorney on behalf of the Partnership and performs other necessary executive and administrative functions.

12.11. The property of the Partnership is sold by decision of the liquidation commission.

12.12. Cash, received as a result of the sale of the Partnership's property after the satisfaction of creditors' claims, are distributed among the participants in proportion to their share in the authorized capital.

12.13. Upon reorganization or termination of the Partnership, all documents (management, financial and economic, personnel, etc.) are transferred in accordance with established rules successor company. In the absence of an assignee, documents of permanent storage of scientific and historical significance are transferred for state storage to the archives of the association ""; personnel documents (orders, personal files, personal accounts, etc.) are deposited in the archive of the administrative district in whose territory the Partnership is located. The transfer and ordering of documents is carried out by the forces and at the expense of the Partnership in accordance with the requirements of archival authorities.

12.14. The liquidation of the Partnership is considered completed from the moment the state registration authority makes an appropriate entry in the unified state register of legal entities.

12.15. The powers of the liquidation commission are terminated from the moment of completion of the liquidation of the Partnership.