Business partnerships and companies are a generic concept denoting several independent types of commercial legal entities, which have in common that their authorized (share) capital is divided into shares. This is what distinguishes business partnerships and companies from other commercial organizations.

These are the most common types of legal entities in commercial circulation, common feature which is according to Art. 66 of the Civil Code that their property is conditionally divided into shares, in which the obligations of the participants in relation to the legal entity are expressed:

• - to receive a share from the distribution of profits;
• - to receive a share of the value of the property upon departure of the participant from legal entity;
• - to receive a share of the liquidation balance;
• - to participate in the management of a legal entity.

The basic rights and obligations of participants in business partnerships and companies are enshrined in Art. 67 of the Civil Code, are imperative and can be supplemented by constituent documents.

Participants have the right:

• - to manage the affairs of the company in one form or another,
• - receive information about its activities,
• - participate in the distribution of profits
• - receive part of the property left after the liquidation of the legal entity.

Participants are required to:

• - participate in the formation of the company's property;
• - not to disclose confidential information about its activities.

The founding document of a partnership is the memorandum of association.

Since the partnership is created for the joint conduct of entrepreneurial activities, only entrepreneurs and entrepreneurs can be its full members. commercial organizations, there is no such restriction for companies.

General partners bear unlimited joint and several liability for the obligations of the partnership, unlike other partners who bear limited liability; in connection with this, a person can be a general partner in only one partnership.

In order to protect the interests of creditors of business companies, the participants of which bear limited liability, the law more strictly regulates the issues of formation of the authorized capital of the company, its change, maintenance of the company's assets at a level not less than the authorized capital;

The number of participants in a partnership, as a rule, is small, and their relations are of a personal-confidential nature: decisions are made on the basis of mutual consent, there is no system of governing bodies, and the partnership's affairs are conducted by the participants themselves.

The company has a system of governing bodies established by its constituent documents on the basis of the law: the decision-making and conduct of the affairs of the company is carried out by its management bodies on the basis of the powers granted to them by law and the constituent documents of the company.

AT legal regulation societies, the weight of imperative norms is quite high; partnerships are governed mainly by dispositive norms.

General partnership according to Art. 69 of the Civil Code is a business partnership, the participants of which are jointly and severally liable for its obligations with all their property.

General partnership according to Art. 70 of the Civil Code arises on the basis of a constituent agreement between the participants.

Management of the partnership according to Art. 71 of the Civil Code is carried out in the manner in which decisions are made by all participants unanimously, unless otherwise provided by the agreement. The conduct of business is carried out by each of the participants, or by all the participants jointly, or by some of them, who in these cases have the right to act without a power of attorney, and the remaining participants have the right to represent the partnership only on the basis of a power of attorney.

Changing the personal composition of participants in accordance with Art. 76 of the Civil Code, i.e. their exit, exclusion, loss of legal capacity by a citizen, liquidation or reorganization of a legal entity, as well as a change in their property status, i.e. declaring bankrupt, foreclosing a share in the capital, as a general rule, entails the liquidation of a full partnership, unless otherwise provided by the agreement.

A retired comrade according to Art. 75 of the Civil Code is liable for the obligations of the partnership that arose before its retirement, within 2 years from the date of approval of the report for the year in which it retired.

Basic rights and obligations of participants in economic companies and partnerships in general view and can be supplemented in constituent documents. Participants have the right to manage the affairs of the company in one form or another, receive information about its activities, participate in the distribution of profits and receive part of the property remaining after the liquidation of the enterprise (the so-called liquidation balance). At the same time, they are obliged to participate in the formation of the property of the enterprise and not to disclose confidential information about its activities. The norms of the Civil Code are imperative in nature, therefore it is impossible to deprive a participant of any of the listed rights or release from obligations.

A business partnership, the participants of which jointly and severally bear subsidiary (additional) liability for its obligations with all their property, is called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

The legislator distinguishes between the cases of managing a general partnership (and conducting the affairs of a partnership. The management of a partnership is carried out on the basis of decisions taken by all participants unanimously or by a majority vote (if the latter is provided for by the memorandum of association). Conducting business, i.e. representing the interests of a general partnership in circulation, as a general rule, is carried out by each of the participants.In this case, a general partnership as a legal entity has several independent and equal bodies (according to the number of participants).The memorandum of association may establish other schemes of the bodies of a full partnership, for example: the conduct of business by all participants jointly (one collegial body ) or some of them (one or more sole bodies).It is important to note that the listed options organizational structure partnerships cannot be applied simultaneously. Therefore, the assignment of conducting business of a general partnership to one of the participants deprives the rest of the rights to represent the interests of the company without a power of attorney.

Legislative regulation of the size of the share capital of a general partnership is only relevant for its registration. In the future, neither a decrease in the share capital, nor even its complete loss, entail dramatic consequences. This is not surprising, since the claims of the partnership's creditors can be satisfied at the expense of the property of its participants.

A general partner is prohibited from acting in a similar capacity in more than one enterprise. By the way, this rule, which is unusual for most foreign legislation, was established in the interests of the partnership's creditors. To protect the interests of the partners themselves, a prohibition is provided for a participant to make, without the consent of others, transactions similar to those made by the partnership, that is, to compete with it.

A change in the personal composition of participants (withdrawal, exclusion, death or loss of full legal capacity by a citizen, recognition of him as missing, liquidation or forced reorganization of a legal entity), as a general rule, entails the liquidation of a full partnership. Other may be provided by the founding agreement or agreement of the remaining participants. A change in the property status of a participant has similar consequences - declaring him bankrupt or foreclosing by creditors on his share in the share capital.

Being by nature an association of persons, a general partnership cannot consist of a single participant and, if this happens, must be transformed into economical society or liquidated.

A business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

Similarly to a general partnership, the company name of a limited partnership must contain the names (names) of all or at least one general partner (in the latter case - with the addition of the words - "... and the company").

According to the Civil Code, fellow contributors may not even participate in the signing of the memorandum of association, i.e. the principle of anonymity of limited partners is respected. The relations of fellow contributors and general partners must be regulated by an agreement. And if this is not a memorandum of association, then it must be some other, conditionally called an agreement on participation in a partnership. Such a legal structure, indeed, allows you to keep the absolute secret of the identity of the limited partner (even from the state), but still it seems extremely contradictory.

A limited partnership, as it were, includes two relatively independent structures: a general partnership and a group (or one) of fellow contributors. On the one hand, limited partners are completely excluded from participating in the management and conduct of business of the partnership. On the other hand, they dispose of their deposits completely independently of full comrades. Distinctive feature The rights of the limited partner to the property of the partnership lies in the fact that upon leaving the enterprise, he has the right to claim only the return of his contribution, and not to receive an appropriate share in the property of the company. However, in the event of liquidation of the company, the partner-contributor participates in the distribution of the liquidation balance on an equal basis with general partners.

The grounds for the liquidation of a limited partnership have significant specifics. In particular, a limited partnership is preserved if at least one full partner and one limited partner remain in it (part 2, clause 1, article 86 of the Civil Code). This means that in all cases of changes in the personal composition of participants, the partnership, as a general rule, continues to exist.

In the part that does not affect the legal status of limited partners, a limited partnership is similar to a general partnership, therefore everything said about general partnerships also applies to limited partnerships (see paragraph 5 of article 82 of the Civil Code).

A commercial organization, the authorized capital of which is divided into shares of a certain size, formed by one or more persons who are not liable for its obligations, is called a company with limited liability.

Constituent documents limited liability companies are the charter and the memorandum of association (the latter cannot be concluded if there is only one participant in the company). Brand Name society is built on general rules. A limited liability company is one of the so-called. "associations of capital", and, unlike partnerships, the personal element in it plays a subordinate role. However, in comparison with joint-stock companies, a limited liability company is distinguished by closer relations of participants, a more closed nature of membership. That is why paragraph 3 of Art. 7 of the Law on Limited Liability Companies establishes the maximum number of its participants - 50 people. If it is exceeded, the company must be transformed into an open joint-stock company, a production cooperative, or liquidated.

The authorized capital of a limited liability company consists of the nominal values ​​of the shares of all its participants.

The presence of a share in the authorized capital, of course, does not mean any real rights to the property of the enterprise. The rights of participants in relation to the company (to participate in management, information, profit share, liquidation balance, etc.) are implemented within the framework of a single obligation, which can be described as a share obligation with an active plurality of persons, since the company itself acts as its obligated party, and authorized - all participants. Therefore, the transfer of a share in the authorized capital actually means the assignment of a share in a single set of rights belonging to all participants taken together, i.e. cession.

The legal status of the management bodies of the company is regulated in detail by the Law. The supreme governing body of the company is the general meeting of its participants, the number of votes in which each participant has is proportional to his share in the authorized capital. exclusive competence general meeting listed in paragraph 2 of Art. 33 of the Law and include yourself: changing the charter of the company and the size of its authorized capital, the formation and termination of the executive bodies of the company, approval annual reports and balance sheets, distribution of profits and losses, reorganization and liquidation of the company, election of its audit commission (auditor) and a number of other issues. Along with the exclusive competence of the general meeting, a number of authors emphasize its general and alternative competence. The charter of the company may provide for the establishment of the Board of Directors (supervisory board), the position of which is generally similar to the status of the supervisory board in a joint-stock company.

A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital, is called an additional liability company.

The specificity of a company with additional liability lies in the special nature of the property liability of participants for its debts. Firstly, this liability is subsidiary, which means that claims against participants can only be made if the company's property is insufficient for settlements with creditors. Secondly, liability is joint and several in nature, therefore, creditors have the right to fully or in any part make claims against any of the participants, who is obliged to satisfy them. Thirdly, the participants bear the same responsibility, i.e. in equal measure a multiple of the size of their contributions to the authorized capital (clause 1 of article 95 of the Civil Code). Fourthly, the total amount of responsibility of all participants is determined by the constituent documents as a multiple (two, three, etc.) of the size of the authorized capital.

A commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares, is called a joint-stock company.

The main difference between a joint-stock company and other legal entities lies in the method of securing the rights of a participant in relation to the company: by certifying them with shares. This, in turn, determines the specifics of the exercise of rights under the shares and their transfer.

The charter is recognized as the only constituent document of a JSC, which emphasizes the formal nature of personal participation in the company (clause 3 of article 98 of the Civil Code), and is approved at a meeting of founders. At the same time, the Civil Code also speaks of the conclusion of a constituent agreement that regulates the relations of the founders in the process of creating a joint-stock company (clause 1, article 98 of the Civil Code). Such an agreement serves as an auxiliary tool that facilitates the creation of a joint-stock company, as a rule, it is not submitted for registration and can subsequently be terminated without prejudice to the company itself.

The authorized capital of a joint-stock company is equal to the nominal value of shares acquired by shareholders - ordinary and preferred (Article 99 of the Civil Code). Making a contribution to the authorized capital of the company means at the same time making a contract for the sale of shares. The seller in this agreement is the company itself, which is not entitled to refuse to conclude it with the founder. One of the features of the share purchase and sale agreement is that the delay in payment for the share beyond the time limits specified by the charter of the JSC or the decision on the placement additional shares automatically terminates the contract. Moreover, the company is not entitled to forgive the buyer such a delay in payment, since the corresponding norm of Part 2, Clause 4, Art. 34 of the Law "On Joint Stock Companies" is imperative.

An increase in the authorized capital of a joint-stock company is carried out either by increasing the nominal value of existing shares, or by placing (issuing) additional shares. In the latter case, the procedure for placing shares depends on the type of joint-stock company. A closed joint stock company is obliged to distribute all shares of new issues between specific persons known in advance. An open joint-stock company has the right to offer shares for purchase to an unlimited number of persons, that is, to conduct an open subscription for them (clauses 1 and 2 of article 97 of the Civil Code).

The ways of forming the authorized capital do not exhaust the differences between open and closed joint-stock companies. The number of participants in a closed joint-stock company cannot exceed fifty, and if it is exceeded, the company is transformed into an open joint-stock company or liquidated. Shareholders of a closed joint-stock company have the right to preemptively purchase shares alienated by other shareholders (similar to the transfer of shares in a limited liability company). The noted differences between open and closed joint-stock companies still do not lead to the splitting of joint-stock companies into two independent organizational and legal forms, because they fit into the framework of a single concept of joint-stock companies and do not contradict general principles shareholding form of the enterprise.

The law includes the general meeting of shareholders, as well as the board of directors (supervisory board), which is necessarily created if the company has more than 50 participants, to the management bodies of a joint-stock company. The bodies of the JSC as a legal entity, i.e., the executive bodies, are the sole and (or) collegiate body (board, directorate, etc.). Their competence, formation procedure and work procedure are determined by Art. 103 of the Civil Code, art. 47--71 of the Law "On Joint Stock Companies" and the charter of the JSC. In addition, the management of the company may be entrusted under the contract to third-party managers - legal entities or individuals.

Significant features differ legal status open joint stock companies created in the process of privatization of state and municipal enterprises. These joint-stock companies are regulated by special legislation on privatization, while the norms of the Federal Law “On Joint-Stock Companies” apply to them only subsidiarily.

Mentioned in Art. 105 and 106 of the Civil Code, as well as Art. 6 of the Law "On Joint Stock Companies", subsidiaries and dependent business companies are not independent organizational and legal forms of legal entities. Their allocation is aimed at protecting the interests of creditors and participants in companies (joint-stock and limited liability companies) that are under the influence of other business organizations.

A company or partnership (referred to as the main one) that has influenced the decisions of another company (subsidiary) by virtue of a predominant participation in its authorized capital, in accordance with an agreement or on other grounds, shall be jointly and severally liable with the subsidiary for transactions made as a result of such influence. Shareholders subsidiary company has the right to demand compensation for losses caused by the main company. In the event of the insolvency of a subsidiary due to the fault of the principal, the latter is subsidiarily liable for its debts.

Dependent companies are singled out according to a purely formal criterion: ownership of more than 20% of their authorized capital (and in joint-stock companies - more than 20% of voting shares) to another economic company (predominant).

Affiliated companies and partnerships (more precisely, affiliated persons, since citizens can also be such) are also not a special organizational legal form legal entities.

The main obligation of the dominant and affiliated persons is to provide (including publishing) relevant information to the competent state bodies and (or) organizations dependent on them.

Thus: Legal entities can be classified: by forms of ownership. Depending on the form of ownership underlying the legal entity, state and private (non-state) legal entities are distinguished. State (in the broad sense, that is, including municipal) include all unitary enterprises, as well as some institutions.

Taking full property responsibility for the obligations of a legal entity, participants in a full partnership assume significant risks, moreover, for the consequences of both their own actions in conducting the affairs of the partnership, and the actions of other participants. So given form legal entity is rarely used. However, the organizational and legal form of a full partnership makes it possible to simplify the organization's management structure to the maximum, increases the attractiveness of a legal entity when entering into transactions related to a loan, and also creates the organization's image of a "transparent" and conscientious company, which, of course, is a plus in.

Limited partnership (partnership in faith). It is created in order to limit the risks associated with participation in a business partnership, but retain the benefits provided by this type of legal entity and attract additional financial resources.

In such a partnership, along with the participants acting on its behalf entrepreneurial activity and liable for the obligations of the partnership with all their property (general partners), there is one or more participants of a different kind - investors (limited partners). The investor does not bear full property liability for the obligations of the partnership, but he bears the risk of losses associated with the activities of the partnership, within the amount of the contribution made. Investors also do not carry out entrepreneurial activities on behalf of the partnership (paragraph 1 of article 82 of the Civil Code). If the business name of a limited partnership contains the name (name) of the contributor, he becomes a general partner.

The founding agreement of a limited partnership is signed only by the general partners. The amount of the contribution of each limited partner is not indicated in it, but the total amount of their contributions is determined. Changing the composition of contributors does not change the content of the memorandum of association.

However, the participation of a contributor in a limited partnership also receives legal registration - an agreement on making a contribution or another agreement on participation in the partnership is concluded with him; in addition, the partnership issues a certificate of participation to the investor. This method of registration of participation in the partnership may, among other things, ensure the secrecy of the participation of the contributor in the partnership.

The legal status of general partners in a limited partnership, their powers to manage and conduct business in a limited partnership do not differ from the status and powers of participants in a general partnership. As for the limited partner (contributor), his rights are limited to the opportunity to receive part of the partnership’s profit attributable to his share in the share capital, to get acquainted with annual reports and balance sheets, withdraw from the partnership and receive his contribution, as well as transfer his share in the share capital to another investor or third party.

Contributors may participate in the management of the partnership and conduct the affairs of the partnership, as well as dispute the actions of general partners in the management and conduct of the affairs of the partnership only by proxy. When leaving the partnership, the investor may not receive a share in the property of the partnership (as a general partner), but only the contribution made by him. However, in the event of liquidation of the partnership, the contributor has a preferential right over general partners to receive his contribution from the property of the partnership remaining after satisfaction of creditors' claims; in addition, the investor may participate in the distribution of the liquidation balance along with general partners.

The foundation agreement may expand the rights of contributors, but this should not lead to an actual change in the status of contributors as entities not participating in the business activities of the partnership and managing it. A limited partnership can only exist if it has at least one contributor. Accordingly, when all investors leave the partnership, it is liquidated or transformed into a general partnership. In domestic practice, this form of legal entity is not widely used.

Limited Liability Company and Additional Liability Company. Features of their legal status

The sole executive body acts on behalf of the company without a power of attorney, representing it in civil circulation, in labor relations. This body exercises powers that are not within the competence of the general meeting (board of directors and collegiate executive body if their formation is provided for by the constituent documents of the company).

The legal basis for the activities of the sole executive body, in addition to the constituent documents of the company, may be internal documents of the company ( local acts), as well as an agreement concluded between the company and the sole executive body. The right to exercise the powers of the sole executive body may be transferred - by decision of the general meeting of participants - to the manager (individual entrepreneur or commercial organization), the contract with which is signed by the chairman of the general meeting or another person authorized by the participants.

An additional liability company is a commercial organization formed by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents, the participants of which jointly and severally bear subsidiary liability for the obligations of the company in an amount that is a multiple of the value of their contributions to the authorized capital (clause 1 of Art. 95 GK).

The total liability of all participants is determined by the constituent documents as a multiple of the authorized capital. Other rules stipulated by law for limited liability companies also apply to additional liability companies. From this, it is sometimes concluded that an additional liability company should not have been singled out in the Civil Code as an independent organizational and legal form, since, in essence, it is a kind of limited liability company. In practice, this form of legal entity is rarely used.

Joint stock companies

The organizational and legal form of a joint-stock company is currently one of the most common; it is legally convenient and creates conditions for the unification and separation of property resources of the widest range of people. This makes it possible to concentrate significant capital within a legal entity, which is necessary for the implementation of large economic projects. The circulation of shares of open joint-stock companies on the stock markets is a means of mobile change in the scope of capital investment, and also helps to determine the real market value property of legal entities, identifying trends in the development of national economies.

The establishment and activities of joint-stock companies, other than the Civil Code, are regulated by the Law on Joint-Stock Companies.

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares; participants in such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares (clause 1, article 96 of the Civil Code, clause 1, article 2 of the Law on Joint Stock Companies).

Unlike the authorized capital of a limited liability company, divided into shares of its participants, the size of which may be different, the authorized capital of a joint-stock company is divided into a certain number of shares. Each share certifies an equal amount of rights of the owner (shareholder) in relation to the company. Only joint-stock companies have the right to issue shares.

The joint-stock form of business organization allows for a minimum degree of participation of shareholders in the management and activities of the company itself, which may lead to the loss of a real opportunity for the owners of a small number of shares to control its management and activities. Therefore, in order to protect the rights of small (minority) shareholders, the law or the charter of a joint stock company may limit either the total (nominal) value of shares or the maximum number of votes belonging to one shareholder.

Shareholders are registered in the register of shareholders, which is maintained by the company itself or, on its behalf, by a specialized organization (registrar). In a company with more than 50 shareholders, the registrar must be the registrar (clause 3, article 44 of the Joint Stock Companies Law). All JSC shares in Russian Federation are registered and issued in non-documentary form, i.e. ownership of a share is established on the basis of an entry in the register of shareholders. Depending on the volume of rights certified by shares, the Law distinguishes ordinary and preferred shares.

In contrast, a preferred share, as a rule, does not give its owner the right to vote at a general meeting of shareholders. At the same time, the owners of preferred shares are entitled to receive dividends, as well as liquidation value (part of the property of the joint-stock company remaining after the completion of settlements with its creditors upon liquidation) in a fixed amount, specified in the charter. The share of preferred shares in the authorized capital of a joint-stock company must not exceed 25%.

The right to withdraw from the company and alienate their rights as a member of a JSC is exercised by a shareholder through the sale (exchange, donation) of their shares. The joint-stock company does not have property obligations to the shareholder alienating the shares; he makes all settlements with the person acquiring the shares. Thus, a change in the composition of shareholders does not lead to a decrease in the property of a joint-stock company, which fundamentally distinguishes a joint-stock company from a limited liability company and is an advantage of the joint-stock form of business organization in terms of guarantees of creditors' rights.

Shareholders' liability for the obligations of a joint-stock company arises only in the event of incomplete payment of the value of their shares and is limited to the unpaid part of the value of these shares. Such liability is joint and several and established in the interests of protecting the rights of the creditors of the joint-stock company, counting on the fact that the authorized capital declared by the company has actually been formed.

In addition, the liability of shareholders for the obligations of the company comes subsidiary in the event of insolvency (bankruptcy) of the company through the fault of shareholders who have the right and opportunity to determine the actions of the company (clause 3, article 3 of the Law on Joint Stock Companies). First of all, we are talking about large shareholders or shareholders who perform the functions of the executive body of the company. Otherwise, shareholders bear only the risk of losses equal to the value of their shares. A joint stock company is not liable for the debts of its shareholders.

The founders of the company sign an agreement that determines the procedure for their joint activities to create a legal entity. However, the only constituent document of a joint-stock company is its charter, approved by the meeting of founders. Information about the founders of the company and its shareholders is not included in the charter. Therefore, in the future, a change in the composition of the company's participants (shareholders) does not affect the content of this document in any way.

The authorized capital of a joint-stock company is made up of the nominal value of the shares acquired by the shareholders. The minimum amount of the authorized capital is determined by the Law on Joint Stock Companies and is at least 1000 times for open JSCs, and at least 100 times the minimum wage for closed JSCs. federal law on the date state registration society (art. 26).

Until the authorized capital is paid in full, the joint-stock company is not entitled to declare and pay dividends. In addition, until payment of 50% of the value of the shares distributed among the founders of the company, it is not entitled to make transactions that are not related to its establishment, i.e. carry out the activity for which it was created.

Just like in other business companies, a joint-stock company must comply with the rule according to which the cost net assets cannot be less than the size of the authorized capital. If, at the end of the second and each subsequent financial year, this rule is not observed, the company is obliged to declare and register a decrease in the authorized capital.

The current Russian legislation provides for the possibility of creating two types of joint-stock companies: open and closed. Currently, there are about 65 thousand open and more than 370 thousand closed joint-stock companies in our country. As a rule, a significantly larger amount of financial, production and labor resources. Open societies are often formed on the basis of the property of privatized state enterprises.

An open joint stock company (OJSC) has the right to conduct an open subscription for the shares it issues, i.e. sell them to an unlimited number of people. The number of shareholders of such a company is not limited. Stock open societies may be subject to exchange trading. This means that any person can potentially become a member of the company, the composition of shareholders can be very variable, and participation in the company is risky. Therefore, JSC is obliged to conduct business publicly: it annually publishes annual reports, balance sheets, profit and loss accounts for general information.

Closed Joint Stock Companies (CJSC) distribute shares only among their founders or other predetermined circle of persons. They are not entitled to conduct an open subscription for shares. CJSC shareholders have a pre-emptive right to acquire shares sold by other shareholders of the company at the offer price to a third party, and violation of this pre-emptive right gives the shareholder the opportunity to demand the transfer of the rights and obligations of the buyer to him. The law on joint-stock companies establishes the maximum number of participants in a CJSC - 50, above which a closed joint-stock company must be transformed into an open one; otherwise, it is subject to liquidation (clause 3, article 7 of the Law). In general, the legal status of a closed joint stock company is quite similar to that of a limited liability company.

A joint stock company of one type may be transformed into a joint stock company of another type subject to the restrictions provided for by the Law. It must be taken into account that such a transformation does not change the legal form of a legal entity (it remains a joint-stock company) and is not regulated by the rules on the reorganization of legal entities contained in Ch. 4 GK.

A joint-stock company, by decision of a meeting of shareholders, has the right to increase or decrease the size of its authorized capital. At the same time, an increase in the authorized capital is allowed only after its full payment and in one of two ways: an increase in the par value of shares or the issue of additional shares.

Placement of additional shares is allowed by open or closed subscription. A closed subscription, unlike an open one, involves the placement of shares only among a certain circle of persons. When carrying out open and closed subscriptions, shareholders have a pre-emptive right to acquire additional shares in the amount proportional to the number of shares of this category (type) they own. The procedure for exercising this right of a shareholder during the subscription is provided for in Art. 41 of the Law on Joint Stock Companies. Violation of the pre-emptive right gives the shareholder the opportunity to protect it in the ways provided for in Art. 26 of the Law on the Securities Market: he may require the invalidation of the issue of shares, transactions made in the course of the placement of shares, and a report on the results of their issue.

The authorized capital can be reduced by reducing the nominal value of shares or by purchasing shares by the company in order to reduce their total number, if such a possibility is provided for in the charter. Moreover, the joint-stock company is obliged not later than 30 days from the date of such a decision to notify its creditors about this, as well as to publish the relevant information in printed edition, intended for the publication of data on the state registration of legal entities. State registration of changes in the charter of the company related to the reduction of the authorized capital is carried out only if there is evidence of notification of creditors.

The supreme management body of the joint-stock company is the general meeting of shareholders. For companies with more than 50 shareholders, it is mandatory to establish a board of directors (supervisory board). For other companies, this issue is at the discretion of the participants.

If a board of directors (supervisory board) is established, the company's charter must define its competence. At the same time, issues that are the exclusive competence of the general meeting of shareholders cannot be attributed to the competence of the board of directors: amendment of the charter, election of the board of directors, the audit commission (auditor), formation of executive bodies and early termination of their powers (if the charter does not refer these issues to the competence of the board directors), approval of annual financial statements and distribution of profits and losses, decision-making on reorganization and liquidation and a number of other issues referred to the exclusive competence of the general meeting by the Law on Joint Stock Companies. It should be noted that the range of issues referred to the competence of the general meeting by the Law on joint-stock companies cannot be expanded by the charter.

The current activities are managed by the sole executive body of the company (director, CEO); it is also allowed for a joint-stock company to have both a sole executive body and a collegiate one (management board, directorate). In addition, the management functions of a joint-stock company can be transferred under an agreement to an individual entrepreneur or a commercial organization. The executive body is accountable to the general meeting of shareholders, the board of directors (supervisory board) and exercises powers that are not assigned by law and the charter to the competence of these bodies.

Internal control functions over the activities of the company are carried out by the audit commission. Open companies, as well as joint-stock companies established to carry out certain types of activities, are also required to annually engage an independent auditor to verify and confirm the correctness of the annual financial statements. The auditor's candidacy is approved by the general meeting of shareholders.

A special law provides for the possibility of establishing and operating in the Russian Federation joint-stock companies of workers (people's enterprises).

The rules on closed joint stock companies apply to this type of joint-stock companies, but with significant features.

A people's enterprise can only be created by transforming a commercial organization, with the exception of state unitary enterprises, municipal unitary enterprises, and open joint stock companies whose employees own less than 49% of the authorized capital. The decision to create is made by the participants of a commercial organization, having at least three-quarters of the votes of their payroll, and is considered valid only if the consent to the specified transformation was given by the employees of the organization. An agreement on the creation of a people's enterprise must be signed by all persons who decide to become its shareholders. Average headcount employees of a people's enterprise cannot be less than 51 people (of which a maximum of 10% may not be shareholders).

The number of shareholders of a people's enterprise must not exceed 5,000, otherwise it must, within a year, bring this number into line with the requirements of the law or be transformed into a commercial organization of a different form. The minimum authorized capital of a people's enterprise must be at least 1,000 minimum wages.

The people's enterprise has the right to produce only ordinary shares. The Law pays special attention to the ratio of the number of employees' shares in the authorized capital of a people's enterprise. Employees must own such a number of shares of the people's enterprise, the nominal value of which is more than 75% of its authorized capital. The share of shares of a people's enterprise in the total number of shares that an employee of a commercial organization being reorganized can own at the time of its creation must be equal to the share of payment for his labor in total amount wages of workers for the previous 12 months of the creation of a people's enterprise. One shareholder of a people's enterprise who is its employee cannot own a number of shares whose nominal value exceeds 5% of the authorized capital of the people's enterprise. If the specified amount is exceeded, the people's enterprise is obliged to buy out "extra" shares from him, and the employee-shareholder is obliged to sell them to the people's enterprise. When an employee-shareholder is dismissed, his shares are also subject to mandatory sale to the enterprise, which distributes them among the remaining employees-shareholders. The law prohibits the sale of shares of the people's enterprise on its balance sheet to the general director of the people's enterprise, his deputies and assistants, members of the supervisory board and members of the control commission.

The powers of the general meeting of shareholders of the people's enterprise and its audit (control) commission have been expanded to the maximum, while the competence of the supervisory board (board of directors) and the general director, respectively, is limited. Moreover, regardless of the number of shares held, each shareholder has only one vote at the general meeting (on most issues).

Production cooperatives

A unitary enterprise is created by the decision of the owner of the property represented by the relevant state or municipal body authorized to make such a decision in accordance with the acts defining the competence of this body.

The founding document of a unitary enterprise is the charter approved by the body that made the decision to establish the enterprise. By virtue of the direct indication of paragraph 2 of Art. 52 of the Civil Code in the constituent document of a unitary enterprise, the subject and goals of its activities must be determined. The legal capacity of unitary enterprises is special. They have the right to engage only in those types of entrepreneurial activities, the right to engage in which is provided for by the charter, and to make transactions that are necessary to achieve the charter goals.

The sole executive body of a unitary enterprise is the sole body - the director (general director). He is appointed and dismissed by the owner or by a person authorized by the owner, and is accountable to them (paragraph 4 of article 113 of the Civil Code). The procedure for appointing a manager to a position, the procedure for changing and terminating an employment contract with him are determined in the charter of a unitary enterprise.

The charter of a unitary enterprise must also contain information on the size of its authorized fund (if any is to be created), on the procedure and sources for its formation, on the directions for using the profit received by the unitary enterprise, and other information provided for by law.

A unitary enterprise based on the right of economic management, in accordance with the content of this right, independently disposes of its products, as well as movable property under its economic management, unless otherwise established by law. real estate the company can dispose only with the consent of the owner. At the same time, transactions on the disposal of property assigned to the enterprise should not deprive it of the opportunity to carry out statutory activities. The owner of the property of such an enterprise has the right to receive part of the profit from the use of property transferred to the enterprise for economic management.

The owner of the property of a unitary enterprise based on the right of economic management is not liable for the obligations of the enterprise. An exception is the subsidiary liability of the owner in the event of insolvency (bankruptcy) of a unitary enterprise resulting from the fulfillment of the instructions of the owner. The minimum size of the authorized capital of such unitary enterprises is determined by the Law on State and Municipal Unitary Enterprises. By the time of state registration of a unitary enterprise, its statutory fund must be fully paid by the founder.

A unitary enterprise based on the right of operational management (state-owned enterprise) is a commercial organization that carries out entrepreneurial activities on the basis of property that is in state or municipal ownership of the enterprise's income. The activity of a state-owned enterprise is carried out in accordance with the estimate of income and expenses, approved by the owner of the property. The owner also has the right to confiscate surplus, unused or misused property from the enterprise, bring to the enterprise mandatory orders for the supply of goods, performance of work and provision of services for state and municipal needs, determine the procedure for distributing the income of a state-owned enterprise.

As follows from the authority of operational management, it can dispose of the property assigned to the enterprise (both immovable and movable) only with the consent of the owner of this property and to the extent that does not deprive the enterprise of the possibility of carrying out its statutory activities. The company sells its products independently.

If the property of a state-owned enterprise is insufficient, the owner of its property bears subsidiary liability for the obligations of the enterprise (clause 5, article 115 of the Civil Code), therefore, the authorized fund in a state-owned enterprise is not formed.

Reorganization or liquidation of a unitary enterprise is carried out by the decision of the owner. Forced liquidation is also possible on the grounds established by law, including (for enterprises based on the right of economic management) on the grounds and in the manner prescribed by the legislation on insolvency (bankruptcy).

A change in the type of a unitary enterprise (that is, a change in the status of a state-owned enterprise to the status of an enterprise based on the right of economic management, and vice versa) is not a reorganization, as is the transfer of ownership of the property assigned to it to another owner. The organizational and legal form of a unitary enterprise in these cases is preserved.

Creation of a legal entity or subdivision Semenikhin Vitaly Viktorovich

Business partnerships and companies

Business partnerships and companies are commercial organizations with authorized capital divided into shares (contributions) of participants. Property created at the expense of participants' contributions, as well as produced and acquired by a business partnership or company, is its property.

According to Russian legislation, business partnerships include a general partnership and a limited partnership (limited partnership). A limited liability company, an additional liability company, a joint-stock company are recognized as economic companies. Read more about this in the material presented.

Paragraph 1 of article 66 Civil Code of the Russian Federation (hereinafter - the Civil Code of the Russian Federation) are defined specific features inherent in business partnerships and companies as commercial organizations. These include the presence of their authorized (in companies) or deposit (in partnerships) capital, divided into shares (contributions) of the founders (participants), and the title of ownership of their property.

The authorized (share) capital is understood as the total value of contributions made by the founders (participants) to the partnership or company. In the course of the activities of the partnership or company, the value of these contributions may be increased at the expense of profits received by the partnership or company, and other sources permitted by law. The contribution is possible both in monetary and non-monetary terms. Securities, other things or property rights or other rights having a monetary value may act as a non-monetary contribution. The latter include exclusive rights on the protected results of intellectual activity, and equivalent means of individualization of a legal entity, individualization of products, works or services performed.

A business partnership and a company are given the opportunity to independently dispose of these rights, objectified in a material form established by law. This requirement is equally applicable to property and other rights related to contributions to the partnership and company.

Monetary valuation of property and non-property contributions that are not money in business companies is made by agreement between their founders (participants) and, in cases provided for by law, is subject to independent expert evaluation.

With regard to individual business companies, the law grants the right to authorized bodies and organizations to establish the maximum size of the property (non-monetary) part of the authorized capital (Part 2 of Article 62 of the Federal Law of July 10, 2002 No. 86-FZ "On central bank Russian Federation (Bank of Russia)”).

The authorized (reserve) capital determines the initial material base for the activities of business partnerships and companies and minimum size property that guarantees the interests of their creditors. A business partnership and company may have and, as a rule, have other property produced and acquired in the course of their activities. The value of such property is not covered by the concept of authorized (share) capital. All property, regardless of whether it was created at the expense of the contributions of the founders (participants) or produced and acquired in the course of the activity of the partnership or company, belongs to the latter on the right of ownership. The founders (participants) of the partnership and society are not the owners of this property.

The property used by the partnership and the company may also include property that is in their use on the basis of a lease agreement or other legal basis that is not related to the right of ownership.

Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and/or commercial organizations.

For business partnerships, the Civil Code of the Russian Federation prescribes the form of general partnerships and limited partnerships (limited partnerships), for business companies - a joint-stock company, a limited liability company or an additional liability company.

Provisions defining the right of citizens, legal entities, state bodies and bodies local government for participation in business partnerships and companies are contained in paragraphs 4 and 5 of Article 66 of the Civil Code of the Russian Federation. Citizens who are not entrepreneurs may be participants in economic companies and investors in limited partnerships. Citizens who are individual entrepreneurs may also be participants in general partnerships and general partners in partnerships, that is, act as participants in all types of business partnerships with the restrictions provided for in paragraph 2 of Article 69 and paragraph 3 of Article 82 of the Civil Code of the Russian Federation.

Legal entities that are not commercial organizations may be participants in economic companies and investors in limited partnerships. At the same time, institutions can exercise this right only with the permission of the owner, unless otherwise provided by law. Legal entities that are commercial organizations may be participants in all types of economic partnerships and companies with the restrictions provided for in paragraph 2 of Article 69 and paragraph 3 of Article 82 of the Civil Code of the Russian Federation.

Paragraph 4 of Article 66 of the Civil Code of the Russian Federation establishes that state bodies and local self-government bodies are not entitled to act as participants in business companies and investors in limited partnerships, unless otherwise provided by law.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by the Civil Code of the Russian Federation and other laws. Such cases, in particular, include the provisions provided for in paragraph 2 of Article 88 and paragraph 6 of Article 98 of the Civil Code of the Russian Federation on the prohibition of a limited liability company and a joint-stock company to be sole participants business entities consisting of one person (Resolution of the Federal Antimonopoly Service of the Volga District of April 22, 2003 in case No. A55-14285 / 02-35; Resolution of the Federal Antimonopoly Service of the Urals District of July 25, 2007 No. F09-5913 / 07-C4 in case No. A60- 36369/2006-C7).

The basic rights and obligations of participants in a business partnership and company are established by Article 67 of the Civil Code of the Russian Federation. These are the rights and obligations that make up the content of internal legal relations between a business partnership or company, on the one hand, and their participants, on the other. Participants in a business partnership or company have the right to:

Participate in managing the affairs of a partnership or company, with the exception of the following cases provided for by paragraph 2 of Article 84 of the Civil Code of the Russian Federation and Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies":

- 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;

- investors are not entitled to challenge the actions of general partners in the management and conduct of business of the partnership.

Receive information about the activities of the partnership or company and get acquainted with its accounting books and other documentation in the manner prescribed by the constituent documents;

Participate in the distribution of profits;

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

Clause 2 of Article 67 of the Civil Code of the Russian Federation provides for the obligations of participants in relation to all types and forms of business partnerships and companies. As well as the rights of participants, these obligations may have their own specifics in various types and forms of partnerships and societies.

Participants in a business partnership or company are required to:

- to make contributions in the manner, amount, methods and within the time limits provided for by the constituent documents;

- not to disclose confidential information about the activities of the partnership or company.

In addition, participants in certain forms of partnerships and companies may also bear additional responsibilities, for example, in general partnerships and limited partnerships (Article 73, paragraph 2 of Article 82, Article 85 of the Civil Code of the Russian Federation).

The Civil Code of the Russian Federation provides for the possibility of transforming (changing the organizational and legal form) of business partnerships and companies in the system of commercial organizations, with the exception of the possibility of transforming them into state and municipal unitary enterprises.

Clause 1 of Article 68 of the Civil Code of the Russian Federation provides that, by decision of the general meeting of participants, business partnerships and companies of one type may be transformed into business partnerships and companies of another type or be transformed into production cooperatives. This happens in the manner prescribed by the Civil Code of the Russian Federation. And restrictions on the transformation of joint-stock companies into other commercial organizations are established by paragraph 2 of Article 104 of the Civil Code of the Russian Federation. It provides for legal entities of this organizational and legal form only the possibility of transformation into a limited liability company or a production cooperative.

Along with this, paragraph 2 of Article 104 of the Civil Code of the Russian Federation expands the wording of Article 68 of the Civil Code of the Russian Federation, and a joint-stock company has the right to be transformed into non-profit organization in accordance with the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies".

When a partnership is transformed into a company, each general partner who has become a participant (shareholder) of the company shall bear subsidiary liability with all his property for the obligations transferred to the company from the partnership for two years. Alienation by a former partner of his shares (shares) does not relieve him of such liability.

The listed rules, respectively, apply when transforming a partnership into a production cooperative.

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4.2. Business partnerships and companies The legal status of business partnerships is determined by paragraph 2 of Chapter 4 of the Civil Code of the Russian Federation. A general partnership is a business partnership, the participants of which (general partners) in accordance with the agreement concluded between them

With the authorized (share) capital divided into shares (contributions) of the founders (participants).

Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it on.

Business partnerships (Article 69 - 86 of the Civil Code of the Russian Federation) can be created in the form full partnership and partnership on faith (limited partnership).

General partnership

The partnership is recognized as full, the participants (general partners) of which, in accordance with the agreement concluded between them, are engaged on behalf of the partnership and are liable for its obligations with their property.

Participants general and limited partnerships (limited partnerships) can be like so and commercial organizations. The property of such partnerships, created at the expense of contributions, produced and acquired in the process economic activity, belongs to the partnership on the right of ownership.

A person may be a general partner of only one partnership. There cannot be less than two participants in a general partnership.

The only founding document of the partnership is its memorandum of association. It must be signed by all general partners.

The contribution to the share capital can be money, as well as property rights that have a monetary value. The management of the activities of a general partnership is carried out by common consent of all its participants. Each participant has one vote and is entitled to deal with all documentation for the conduct of business.

Each participant in a general partnership has the right to act on behalf of the partnership, unless the memorandum of association establishes that all its participants conduct business jointly. In the case of joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction. If the conduct of affairs is entrusted to one or some members, then the remaining members, in order to conclude a transaction on behalf of the partnership, must have a power of attorney from the participant who is entrusted with the conduct of the affairs of the partnership.

Profit and loss of a general partnership are distributed among the participants in proportion to their shares in the share capital.

Participants of a full partnership jointly and severally bear subsidized liability with their property for the obligations of the partnership. Subsidized liability means the additional liability of all "comrades" in proportion to the size of their contribution.

Faith partnership

A limited partnership (Articles 82-86 of the Civil Code of the Russian Federation), also called a limited partnership, differs from a general partnership in that, along with general partners, it has one or more participants of contributors (limited partners). The latter 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. Therefore, investors can be citizens and any legal entities, and not just individual entrepreneurs and commercial organizations.

State bodies and local self-government bodies are not entitled to become investors in a limited partnership, unless otherwise provided by law.

A limited partnership is created and operates on the basis of a constituent agreement.

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.

The contributor of a limited partnership has the right to:

• To receive a part of the partnership's profit due to its share in the share capital.
• Get acquainted with the annual reports and balance sheets of the partnership.

Liquidation of a limited partnership

A limited partnership is liquidated when all the contributors participating in it retire. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Business companies

Business companies may be created in the form of a joint-stock company, a limited liability company or with additional liability.

Limited Liability Company

Limited Liability Company- a company founded by one or more persons, the constituent capital of which is divided into shares of the sizes determined by the constituent documents.

The rights and obligations of participants in a limited liability company are determined in the memorandum of association and the charter in relation to Art. 67 of the Civil Code of the Russian Federation.

Additional Liability Company

A company founded by one or more persons is recognized, authorized capital which is divided into shares of sizes determined by the constituent documents.

Members such a society in solidarity bear subsidiary responsibility for his obligations with his property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. Participants in an additional liability company are liable with their property in precisely defined amounts, multiples of their contributions. Since the authorized capital of the company cannot be less than 100 times the amount minimum wage labor, insofar as a company with additional liability has great opportunities to guarantee the interests of its creditors.

Joint-stock company

Legal regulation of a joint-stock company (JSC) along with the Civil Code of the Russian Federation ( Art. 96-104) is determined by the federal law of December 26, 1995 No. 208-FZ “ About Joint Stock Companies”, and in terms of joint-stock companies created in the process of privatization of state (municipal) enterprises, corporatization in industries Agriculture and joint-stock banks - and special federal laws.

It is recognized, the authorized capital of which is divided into a certain number of shares, certifying the mandatory rights of participants (shareholders) (Article 2 of the Federal Law “On Joint Stock Companies”).

Joint-stock companies are created in the constituent order, but the Federal Law "On Joint-Stock Companies" shares the general and special order AO institutions.

The Law “On Joint Stock Companies” pays special attention to the formation of joint-stock companies through their reorganization (merger, accession, separation and division), as well as the transformation of companies.

Founders

JSC founders both legal entities and citizens, including foreign persons, can act in accordance with the law of July 9, 1999 No. 160-FZ “On Foreign Investments”. The number of founders of a closed JSC cannot exceed 50 persons. State bodies (local self-government bodies), unless otherwise established by federal laws, may not act as founders of a JSC.

A joint stock company acquires the rights of a legal entity from the moment of its state registration.

The founding document of a JSC is its charter.

The charter of the JSC must contain all the main characteristics of the JSC, as defined in paragraph 3 of Art. 98 and paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, art. 11 of the Federal Law “On Joint Stock Companies”.

JSC must have a name and location. At the same time, the name of the joint-stock company must contain an indication that this is a joint-stock company and its type.

Authorized capital

Minimum authorized capital JSC is defined by the legislator for open companies - not less than 1000 times, a closed society - at least 100 times the amount of the minimum wage established by federal law on the date of registration of the company.

The legislation distinguishes two types of joint-stock companies: open and closed - depending on the composition of the founders, the method of formation of the authorized capital, and, accordingly, the status of its participants (Article 97 of the Civil Code of the Russian Federation).

A company is recognized as closed, the shares of which are distributed only among the founders and other circle of persons specified in advance.

Shareholders of a closed company have a pre-emptive right to acquire shares sold by other shareholders (clause 2, article 997 of the Civil Code of the Russian Federation).

AO provides three-tier control system: a general meeting, a board of directors (supervisory board), which is mandatory if the company has more than 50 participants, and an executive body (sole or collective).

The competence of the General Meeting of Shareholders includes the following issues:

• reorganization and liquidation of the company;
• increase and decrease of the authorized capital;
• formation of the executive body;
• approval of annual reports, balance sheets, profit and loss accounts, distribution of profits and losses, etc.

The board of directors carries out general management of the company's activities, with the exception of those that are referred to the exclusive competence of the general meeting.

The management of the current activities of the JSC is carried out individually or by a collegial body.

Shareholders are not liable for the obligations of the company and bear the risk associated with their activities to the extent of their shares.

Subsidiaries and affiliates

Subsidiary a business company is recognized if another main business company or partnership, by virtue of a predominant participation in its authorized capital or in accordance with an agreement concluded between them, or otherwise has the ability to determine decisions made by such a company.

The subsidiary is not liable for the debts of the parent company. The parent company, which has the right to issue mandatory instructions to the subsidiary, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. In case of insolvency of a subsidiary company through the fault of the main company (partnership), the latter bears subsidiary liability for its debts.

The economic company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of the joint-stock company, or 20% of the charter capital of a limited liability company. Only a joint-stock company and a limited liability company can be both dependent and predominant. Limits of mutual participation of economic companies in authorized capitals each other and the number of votes that one of such companies may use at a general meeting of participants or shareholders of another company shall be determined by law.

Business partnership - This is a commercial organization with a share capital divided into shares of the founders, based on the agreement of the participants, who are united by certain funds belonging to them and personal efforts to achieve the set commercial goal.

Business partnerships are regulated: Art. Art. 63 - 85 of the Civil Code, Decree No. 1.

Business partnerships are independent participants in economic legal relations. The purpose of the activity is to receive profit from economic activity.

The Civil Code of the Republic of Belarus provides for two types of business partnerships:

1) general partnerships;

2) limited partnerships.

Features of business partnerships:

1) the participants must participate in the affairs of the partnership not only with their property, but also with the obligatory personal participation in the activities;

2) the relations between the participants are of a personal-confidential nature;

3) participants cannot participate in other business partnerships or business companies;

4) a contribution to property may be money, securities, other things or property rights having a monetary value.

The company name of a full partnership must contain the names (names) of all its participants, as well as the words "full partnership", or the name of one or more participants with the addition of the words "and company" and the words "full partnership" (For example, the full partnership "Ivanov and company "). When one of the comrades retires, the company name must be changed.

According to Art. 67 of the Civil Code, the founding document of a business partnership, on the basis of which it is created and operates, is a constituent agreement, which is signed by all its participants. Must contain information specified by the norms of clause 2 of Art. 48 of the Civil Code, clause 2 of article 67 of the Civil Code and other information specified by law.

Member Responsibilities:

1) are obliged to make contributions in the manner, amount, methods and within the time limits stipulated by the constituent documents;

2) not to disclose confidential information about the activities of economic partnerships.

3) perform other duties assigned by law.

Participant rights:

1) participate in the management of business partnerships;

2) receive information about the activities of economic partnerships and get acquainted with accounting and other documentation in the amount and manner established by the constituent documents;

3) take part in the distribution of profits;

4) receive part of the property in the event of liquidation.

General partnership - a commercial organization, the participants of which, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally with each other bear subsidiary liability with their property for the obligations of the partnership.

Participants of a business partnership - general partners - they can be individual entrepreneurs and commercial organizations, the minimum number of participants is 2, the maximum number is not limited.

Duties of full partners:

1) are obliged to participate in the activities of economic partnerships in accordance with the constituent agreement;

2) is not entitled, without the consent of other participants, to make transactions on its own behalf and in its own interests or the interests of third parties;

3) is obliged to make at least half of his contribution to the statutory fund by the time of registration, the rest within the time limits established by the constituent agreement, but no later than one year from the date of registration of business partnerships.

Activity management is carried out by common agreement of all participants, or by a majority vote, if such a method is provided for by the s.d.

Liability - the participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Withdrawal from the partnership does not immediately terminate the joint joint responsibility. Participants, the retired participant is liable for the obligations of the partnership that arose before the moment of its retirement, on an equal basis with those remaining within 2 years from the date of approval of the report on the activities of comrade. for the year in which he left Comrade.

The procedure for the formation of the statutory fund - as of the date of state registration, the statutory fund must be formed in the amount determined by the constituent agreement.

Profits and losses are distributed among the partners in proportion to their shares in the statutory fund. A different procedure may be provided for by the constituent agreement or other agreement of the participants.

Grounds for reorganization and liquidation - if 1 participant remains in the partnership, it can be transformed into unitary enterprise or liquidated.

Limited partnership - this 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 all their property, there are one or more participants 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 accept participation in the partnership's business activities.

Participants - the composition includes full partners and contributors (limited partners).

Entrepreneurs and (or) commercial organizations can be general partners, individuals and legal entities can be limited partners.

Limited partnerships are created and operate on the basis of a founding agreement. The general partnership rules apply to them.

Rights of limited partners :

1) receive part of the profit due to his share;

2) get acquainted with annual reports and balance sheets;

3) at the end of the financial year, withdraw from the partnership and receive its contribution;

4) sell his share in the authorized capital or part of it to another investor or a third party.

The name contains the names (names) of all full items. And the words "Com. Product.".

W.D. contributors does not sign and contains compared to u.d. full comrade. More information about total amount contributions made by contributors.

Liability - general partners jointly and severally bear subsidiary liability with their property for the obligations of the partnership, and investors bear limited liability for losses of the partnership within the limits of the amounts they have contributed.

As of the date of state registration, the statutory fund must be formed in the amount determined by the constituent agreement.

Grounds for reorganization and liquidation:

1) if 1 participant remains in the partnership, it can be transformed into a unitary enterprise or liquidated.

2) if more than one contributor remains in a limited partnership, the partnership is transformed into a general partnership

When withdrawing from a limited partnership, investors have the right to claim only the return of their contribution.

Economic companies.

The constituent documents of a business company, depending on its organizational and legal form, are the charter.

The charter of a business company must determine:

Name of the economic company;

its location;

Purposes of activity, and in the cases provided by the legislation, and the subject of activity;

The size of the authorized fund;

Rights and obligations of participants;

Structure, procedure for election or formation, composition and competence of its bodies;

The procedure for managing the activities of a business entity;

Management body of a business company;

The procedure for making decisions by the governing bodies, including a list of issues, decisions on which are taken by the governing bodies unanimously or by a qualified majority of votes;

Conditions and procedure for the distribution of profits and losses;

List of representative offices and branches;

Responsibility of the company, its participants;

The procedure for approving the financial statements of the company, its representative offices and branches;

Grounds for the liquidation of this company by decision of its participants;

Other information provided for by the legislation on business companies.

Limited Liability Company a company founded by one or more persons is recognized, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. A limited liability company cannot have one member.

Members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

The business name of a limited liability company must contain the name of the company and the words “limited liability”. The abbreviated name of a limited liability company must contain the abbreviation "LLC".

The number of participants in a limited liability company must not exceed fifty.

The founding documents of a limited liability company are the charter approved by its founders.

The charter of a limited liability company must contain:

The size of the authorized fund;

List of participants in a limited liability company and information on the size of shares in the authorized capital of a limited liability company of each of its participants;

The amount, composition, terms and procedure for making contributions by participants in a limited liability company to the authorized capital of this company;

Responsibility of participants in a limited liability company for violation of obligations to make contributions to the authorized capital of this company;

The composition and competence of the governing bodies of this society;

The procedure for making decisions by the management bodies of the company, including a list of issues, decisions on which are taken unanimously or by a qualified majority of votes;

An indication of the body of a limited liability company whose competence includes the creation and liquidation of representative offices and branches of this company;

The procedure for the withdrawal of a participant in a limited liability company from this company, as well as its exclusion;

The procedure for the transfer of a share (part of a share) in the authorized capital of a limited liability company to another person.

The authorized capital of a limited liability company is made up of the value of the contributions of its participants. Currently, a limited liability company independently determines the size of its statutory fund.

The statutory fund determines the minimum size of the company's property that guarantees the interests of its creditors.

The supreme governing body of a limited liability company is the general meeting of its participants.

An executive body (collegiate and (or) sole) is created in a limited liability company, which carries out the current management of its activities and is accountable to the general meeting of its participants. The sole management body of the company may also be elected from among its members.

In a limited liability company, by decision of its founders (participants), in accordance with the constituent documents, a board of directors (supervisory board) may be created.

The exclusive competence of the general meeting of participants in a limited liability company includes:

Changing the charter of the company and the size of its authorized fund;

Formation of the executive bodies of the company and early termination of their powers;

Approval of the company's annual reports and balance sheets and distribution of its profits and losses;

Decision on reorganization or liquidation of the company;

Election of the audit commission (auditor) of the company.

Issues related to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the executive body of the company.

Company with additional liability a business company is recognized with the number of participants not more than fifty, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the charter of the company, but not less than in an amount equivalent to 50 base units, in proportion to contributions to the authorized capital.

The constituent documents of a company with additional liability may provide for a different distribution procedure additional responsibility between its members.

The name of the additional liability company must contain the words "additional liability company". The abbreviated name of the company with additional liability must contain the abbreviation "ALC".

The norms of the legislation on a limited liability company shall apply to an additional liability company, unless otherwise provided by legislative acts.

An additional liability company shall have the right, after notifying creditors, to reduce, but not less than, the amount equivalent to 50 basic units, or to increase, with the consent of all participants, the amount of additional liability of its participants.

Creditors of a company with additional liability shall have the right, in the event of a reduction in the amount of additional liability of the participants in the company, to demand early termination or performance of the corresponding obligations of such a company and compensation for their losses.

joint stock company a business company is recognized, the authorized capital of which is divided into a certain number of shares.

The authorized capital of a joint-stock company is made up of the nominal value of shares.

Shareholders are not liable for the obligations of the joint-stock company and bear the risk of losses associated with the activities of this company, within the value of their shares.