A general partnership is created on the basis of. General partnership, its distinctive features and characteristics

A general partnership is one of the oldest forms of partnerships. Nowadays it is not often used, but some entrepreneurs still prefer it. Those who decide to organize a general partnership, which should be prepared in advance, are advised to familiarize themselves with the rules for registering an organization.

What is a general partnership

A general partnership is one of the types in which the participants enter into an agreement in accordance with business activities. Each participant (or general partner) is fully responsible for the entrusted property, that is, bears unlimited liability.

The Civil Code regulates a general partnership, which is indicated by the following characteristics:

Created on the basis of a contract;

General partners are obliged to personally participate in the activities of the organization;

Have the same rights as legal entities;

The main goal is to carry out business activities;

The liability of all participants is unlimited.

There are rules for those who want to become a member of a general partnership. According to the law, individual entrepreneurs can become one, like any other (in accordance with Article 66 of the Civil Code).

When choosing a name for a general partnership, it should be noted that it must contain the words “full partnership” and the names of all participants, or the names of several participants, but then be sure to add the words “full partnership” or “company”. An example of a general partnership is the imaginary company “Ivanov and Company”.

Required documents

A general partnership, the constituent documents of which must be provided for registration, is created on the basis of a constituent agreement. In it, the founders determine their participation in the activities of the partnership, agree on expenses and methods of managing the organization.

Each participant is required to sign a memorandum of association that contains the following information:

Name that complies with the law;

Location;

The procedure for managing the partnership;

Amount, composition and timing of deposits;

Liability for violation of contract.

The memorandum of association has several purposes. It contains clauses defining the relationship between general partners. Moreover, the agreement specifies the terms of the partnership’s work with other organizations. Like any document, the contract is drawn up in accordance with the law and must include all points. It is in writing, compiled in the form of one document and signed by each participant.

Name of the general partnership

There is no requirement in the law that the agreement must be in the form of a single document. However, this is a mandatory condition when submitting it for registration. Moreover, when presenting the contract to third parties, it is mandatory to show a single document.

From the moment the agreement is signed, the participants in the general partnership must fulfill their rights and obligations. However, for third parties it comes into force only after registration. Registration of the constituent agreement takes place in accordance with the Law on Registration of Legal Entities. The name must comply with all rules. An example of a general partnership with the correct name is “Abzal and K.”

Responsibilities of participants

A general partnership, the constituent documents of which were signed by all participants, imposes rights and obligations on them. This is important to know. Participants in a general partnership cannot be members of more than one partnership. By law, they do not have the right to make transactions on their own behalf without the consent of others. Everyone is required to make at least half of their contribution to the capital by the time the partnership is registered. The remaining portion is paid within the period specified in the contract. Each partner is obliged to participate in the activities of the organization in accordance with the rules specified in the constituent agreement.

Participants' rights

The founders of a general partnership have the right to leave the partnership before the specified period. In this case, the person must declare his desire at least 6 months in advance. If a general partnership was created for a certain period, then exit is possible only for a good reason.

A participant can be expelled from the partnership by court if the other participants vote for it. In this case, he is paid the value corresponding to his share in the capital. The shares of retired participants are transferred by succession, but the remaining partners must vote for the successor. The composition of the comrades can be changed without expelling anyone. In this case, the share in the joint capital is transferred to another participant or a third party. To carry out the operation, the consent of the other comrades is required.

Liquidation of a general partnership

Since a general partnership is highly dependent on each partner, there are many events that can lead to its dissolution. Naturally, the death of a partner is the reason for the termination of the partnership. If the partner is a legal entity, its liquidation will serve as the basis for the liquidation of the organization.

Other reasons are:

An appeal by creditors to one of the participants in order to recover property;

Legal proceedings against one of the comrades;

Declaring the participant bankrupt.

A general partnership has the right to continue its activities if such a clause is specified in the constituent agreement.

If the number of participants is reduced to one, then the participant has 6 months to convert the general partnership into a business entity. Otherwise, it is subject to liquidation.

What is a limited partnership

General and limited partnerships differ in several respects. A limited partnership, which is also called a limited partnership, differs from a full partnership in that it includes not only general partners, but also investors (limited partners). They assume the risk for losses that are associated with the activities of the partnership. The amounts depend on the deposits made. Limited partners do not participate in business activities. Unlike general partners, investors can be not only individual entrepreneurs and commercial organizations, but also legal entities.

Limited partners have the right:

Receive profit according to the share in the share capital;

Require annual reports on the work of the partnership.

There are a number of restrictions that apply to depositors. They cannot become state bodies, as well as local government bodies. They have no right to act on behalf of the partnership, except by proxy.

Production cooperative as a form of collective entrepreneurship

One form of collective entrepreneurship is called a cooperative. A general partnership, in contrast, has more restrictions in terms of participants. Participants in a production cooperative cannot be individual entrepreneurs, but they personally work in the cooperative. Each member has one vote regardless of the size of the contribution.

In the civil code, a production cooperative is called an artel, since profit depends on the labor contribution of the participant, and not on his contribution. In the case of a debt, everyone is responsible for repaying it in an amount predetermined by the charter.

The advantage of this form of entrepreneurship is that profits are distributed in accordance with labor input. Property is also distributed if the production cooperative has been liquidated. The maximum number of members is not limited by law, which allows the creation of cooperatives of any size. Each participant has equal rights and one vote, which stimulates member interest in the activities of the organization.

The minimum number of members is limited to five. The downside is that this greatly limits the possibility of creating a cooperative.

General partnership- this is a partnership in which its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and must bear joint liability for the obligations of the partnership with property belonging to the participants of the partnership, i.e., the creditor of the partnership can present a property claim in full as at the same time to all comrades, and to any of them.

The minimum number of participants in a general partnership is two, the maximum number is any. If one participant remains in the partnership, then it is either reorganized into a business company or liquidated.

A general partnership is based on the shared ownership of its participants. The minimum share capital of a general partnership is not less than 100 times the minimum wage (minimum wage) as of the date of submission of constituent documents for registration.

The constituent document of a general partnership is the constituent agreement, which reflects all aspects of economic life. Defined:

– procedure for creating a partnership;

– conditions for transferring your property to him;

– conditions and procedure for distribution of profits and losses between partners;

– procedure for managing the activities of the partnership;

– the procedure for the withdrawal of founders from its composition;

– the size and composition of the share capital. The organization of a general partnership presupposes a high degree of trust of its participants in each other and is based on the principles of full and joint liability. Participants have to answer for all obligations of the enterprise not only with the property of the partnership, but also with their personal property. The profit received by the partnership at the end of the financial year is divided among the participants in accordance with contributions to the share capital.

In practice, the following methods of conducting the affairs of a general partnership are implemented:

– each participant in such a partnership independently conducts business activities on behalf of the partnership;

– the participants of the partnership jointly conduct the affairs of the partnership, i.e. all transactions on behalf of the partnership are carried out only on the basis of a joint decision of all participants of the partnership;

– the management of the affairs of the partnership is carried out by one of the participants on the basis of instructions from other partners; the rest can make any transactions on behalf of the partnership only on the basis of the power of attorney of the “managing” participant.

This organizational and legal form is used in those enterprises where a large proportion is intellectual capital (brokerage, accounting, auditing, implementation, law firms). People working in such firms are business partners.

Advantages of this form:

– the ability to accumulate significant funds in a relatively short time;

– mobility in the directions of investment in various sectors of the economy.

Flaws:

– difficulties in dividing profits between partners of the partnership;

– lack of tax benefits.

A general partnership is an association of entrepreneurs on an economic basis to engage in joint financial and commercial activities within the framework of existing legislation.

According to Part 1 of Art. 69 of the Civil Code of the Russian Federation, such a partnership is considered to be a community whose participants engage in business activities exclusively jointly. All obligations undertaken by one of them and not fulfilled by him must be fulfilled by the others. Having taken upon themselves specific obligations, the participants are obliged to respond to them not only with joint, but also with personal funds, which represents a huge inconvenience for themselves, but insures clients using the services of this association.

When joining a community, you need to be prepared for the fact that it will not be possible to become a member of any other similar organization. Each association has its own corporate name, which can consist of the names of all its participants with the addition of the phrase “full partnership” or the name of one participant with the addition of the same phrase or “company”.

Founders and constituent documents

The founders of this association can be individual entrepreneurs and commercial firms. The main constituent document is the constituent agreement, the signing of which is mandatory for all participants.

name of the organization being created;
the address where it is located;
in what order the activities will be carried out;
the amount of total contributions;
the amount of the share contribution of each participant;
time of payment of entrance fees;
penalties for violation of this agreement.

In accordance with the constituent agreement, a legal entity is created, the procedure for carrying out general work is decided, and the conditions for the existence of the property of this legal entity are discussed. persons, as well as the conditions on the basis of which the partners carry out their activities.

In addition, the contract is intended to determine the terms under which anticipated profits and losses will be distributed. The agreement also specifies how the procedure for joining and leaving the partnership will proceed.

Number, rights, duties and responsibilities of participants

The main condition for creating such an association is the presence in it at least two participants. Their rights and obligations are determined by the constituent agreement, as well as the amount that each of them is ready to contribute to the common treasury, the so-called share capital.

When making any decision, the general partners proceed from the interests of each of them; each has one vote on the council. The exception is cases when the presence of a vote for all participants is not provided for in the constituent document; in this case, all decisions are made as a result of counting a majority of votes.

In addition to the above, each of them has the right to:

receiving income, the amount of which is commensurate with the amount of the deposit;
participation in all affairs of a legal entity;
obtaining information about the work of the partnership, its financial condition and constituent documents;
obtaining information regarding the distribution of profits received;
property remaining after reorganization;
exit from the association at any time convenient for him.

The responsibility of each general partner is distributed among everyone, regardless of the amount of contribution. This condition assumes that all participants are responsible for each other’s actions not only with their deposits, but also with their personal property.

In addition, they are obliged:

allocate part of financial assets for investment in share capital;
pay at least 50% of the total capital upon entry and pay the rest as soon as possible;
If it is impossible to fully pay the entire amount specified in the constituent document, the participant undertakes to pay a 10% penalty, calculated from the amount of the remaining debt and designed to compensate for the losses of the other partners incurred in the process of existing with incomplete capital.
keep information related to the work of the organization secret if common interests require it;
actively participate in all types of community activities;
not to carry out transactions similar to transactions in which all members of the partnership must take part, on their own behalf.

Activity goals

The purpose of this association is to facilitate entrepreneurial activity in various fields. Thanks to the common capital, the resulting legal entity can conduct business much better than any of the partners could do individually.

Clients' trust in the partnership is higher than in individual representatives of a similar business. The community's activities may be related to construction, the development of new technologies, tailoring on an industrial scale, and the like.

You can learn the procedure for conducting business of such an organization in accordance with the Civil Code of the Russian Federation from the following video:

Controls

The association is managed by all the comrades who formed it, unless otherwise stated in the constituent document. All participants have one vote and have the right to act on behalf of the others. The exception is when the contract stipulates in advance the joint management of all matters.

In this case, when making another transaction that requires a decision, a council of all comrades is assembled.

When conducting business on behalf of the majority, each participant practicing this approach must have a power of attorney signed by the others. If the trust in one of the members is shaken, his powers may be terminated by a court decision, about which a corresponding entry is made in the constituent agreement.

The partnership does not have any management bodies as such, since in most cases the participants act on a common behalf.

Registration procedure

To register, you must provide the following information and documents:

name of the future organization;
the type of activity you plan to engage in;
information on the size of the authorized capital, including the procedure for its payment;
information about the chosen taxation system;
permanent address where the organization is located (it is allowed to indicate the address of rented or non-residential premises);
information about the founders, as well as copies of constituent documents.

In this case you will need to pay approx. 4 thousand rubles. The application for opening is signed by an authorized person and certified by a notary.

Liquidation and reorganization

These procedures are carried out in accordance with Art. 61 Civil Code of the Russian Federation. In addition, this association may be recognized as liquidated if if all members leave it or it consists of one member. The remaining partner has the right to transform the organization into a business company, acting in accordance with the Civil Code of the Russian Federation. This transformation can be carried out no later than 6 months after the actual disappearance of the community.

In addition, liquidation can occur if it is provided for in the memorandum of association. In other cases, the existence of an organization is considered indefinite and not subject to either reorganization or liquidation.

Advantages and disadvantages

A general partnership has both advantages and disadvantages. Fortunately, there are much fewer of the latter, but they still exist.

So, the advantages of the legal form are:

Additional funds. Thanks to the admission of new members to the association, it receives a lot of additional funds that can be used for the further development of business activities.
Confidence. Potential creditors trust such an organization more than firms.

The only, but very significant, disadvantage is the need to pay general debts from your own pocket. Comrades always risk not only their common property, but also their personal property.

An example of the functioning of an organization

As an example, we can cite an association organized, for example, by individual entrepreneurs N. I. Ivanov, V. V. Sokolov and E. P. Myagkova on March 1, 2003. These entrepreneurs formed the general partnership “Ivanov and Co” for the purpose of producing knitted clothing.

During the first period of work, the profit was at least 30,000 rubles. Half of it was distributed in proportion to the amount of earnings, and the rest was divided equally among all participants, as agreed in the memorandum of association.

Recently, it is almost impossible to find such a community, but in the past it was this organizational and legal form of doing business that was most widely used, especially on the American continent and in Russia in the 19th century.

Comparison with a partnership of faith

In addition to full partnerships, there are also limited partnerships, which are also called limited partnerships. The main difference between them is the need to pay bills with personal property if we are talking about the full option, and the absence of such a need in the second case.

Faithful partners always risk exclusively their own contributions, but their personal property remains intact.

If several comrades in faith have joined the full association, the latter do not take any active part in business activities, but are obliged to promptly pay entrance and other fees.

The community of faith has the right to carry out any commercial activity that does not contradict the law, take part in charity, provide marketing and consulting services, and create conditions for the use of the latest scientific and technical innovations.

Other important nuances

Exit from such an organization is unlimited. The participant who leaves the association is paid compensation equal to the estimated value of that part of the joint property to which he can claim. By agreement of the parties, compensation may be replaced by receipt of property in kind.

For example, a friend may demand the return of a personal car, computer, household and agricultural equipment. The amount due is determined based on the balance, which is compiled immediately after the decision to withdraw is made.

In the event of the death of a partner, his property is transferred to his heirs. Moreover, the latter cannot become members of the organization without the permission of all its participants.

As the number of comrades decreases, the size of the share capital increases. The exception is cases specified in the constituent document.

Articles 69-81 of the Civil Code are devoted to the legal status of general partnerships. A general partnership has both general characteristics of a legal entity and a business partnership, and special characteristics. Let's name their distinctive features.

1. The participants of a general partnership are general partners, i.e. individual entrepreneurs and (or) commercial organizations. Any person can be a participant in only one general partnership (Clause 2, Article 69 of the Civil Code). However, this rule does not prohibit a partnership participant from conducting his own business activities, subject to clause 3 of Art. 73 Civil Code. This rule prohibits general partnerships that are entrepreneurs from competing with the activities of the partnership on the commodity market, i.e., “conducting, on their own behalf, in their own interests or in the interests of third parties, transactions similar to those that constitute the subject of the partnership’s activities.”

Otherwise, the partnership has the right, at its own choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions (clause 3 of Article 73 of the Civil Code).

2. A participant in a general partnership is obliged to personally participate in its activities in accordance with the terms of the memorandum of association. At the same time, the Civil Code of the Russian Federation (Article 73) does not establish any sanctions for the passive behavior of a partner in partnership affairs. Therefore, we agree with the opinion that systematic non-participation in the affairs of the partnership can be regarded as a gross violation, which is the basis for the exclusion of such a participant from the partnership in accordance with paragraph 2 of Art. 76 Civil Code. On the other hand, a partner may actually be relieved of the obligation to personally participate in the affairs of the partnership.

In this regard, the question arises: is it possible, using the construction of the constituent agreement, to exempt a partner from such participation? In our opinion, no. Rule clause 1 art. 73 of the Civil Code is a mandatory norm, and therefore the constituent agreement by virtue of clause 1 of Art. 422 of the Civil Code must comply with the rules obligatory for the parties, established by law and other legal acts (imperative norms) in force at the time of its conclusion. The provisions of Art. do not “work” here. 1, 421 of the Code on Freedom of Contract, since the freedom of participants in civil transactions (general partners) is limited by the mandatory norm.

3. Participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership (clause 1, article 75 of the Civil Code). First of all, we note that the liability of general partners in relation to the liability of the partnership is subsidiary. There is a widespread opinion in the literature that it (liability) arises only if the partnership’s property is insufficient. This opinion seems erroneous.

Indeed, such a condition is not provided for in Art. 75 of the Civil Code and does not follow from the general rule of paragraph 1 of Art. 399 Civil Code. By virtue of paragraph 1 of Art. 399, in order to bring to subsidiary liability, it is sufficient that the main debtor refuses to satisfy the demands of the creditor or that he fails to receive a response to the presented demand within a reasonable time.

The joint and several nature of the liability of general partners means that the creditor of the partnership has the right to make a claim both against all partners jointly and against any of them separately, both in full and in part of the debt (clause 1 of Article 323 of the Civil Code of the Russian Federation).

In order to protect the interests of the creditor, the Civil Code of the Russian Federation (clause 2 of Article 75) contains a rule according to which a participant in a general partnership who is not its founder is liable for the debts of the partnership on an equal basis with other participants for obligations that arose before his entry into the partnership. Moreover, partners who have left the partnership are also liable for the obligations of the partnership that arose before the moment of its withdrawal, on an equal basis with other remaining participants for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. A very strict rule!

And one more aspect of the responsibility of the participants of a general partnership for its obligations. Agreement of general partners on the limitation or exclusion of liability provided for in Art. 75 Civil Code, insignificant. This rule indicates that a mandatory norm of law cannot be changed by private agreement.

4. As a general rule, management functions in a general partnership are carried out with the consent of all participants (Article 71 of the Civil Code). However, the constituent agreement may provide for cases when the decision is made by a majority vote of the participants. This exception allows the participants of the partnership to reach a specific solution in controversial situations, since on some fundamental issues it is not always possible to reach a unanimous decision of all participants.

Literal interpretation of the rule in paragraph 1 of Art. 71 of the Civil Code allows us to come to the conclusion that these exceptions apply to individual cases. In other words, the general rule on a unanimous decision remains in effect even in cases where the conditions for making a decision by a majority vote are formulated in the constituent agreement.

Since the Civil Code of the Russian Federation provides for the possibility of making a decision by a majority vote, there is no prohibition, in our opinion, from establishing in an agreement a rule that on some issues of managing the activities of a general partnership, relevant decisions are made by a qualified majority of votes of the participants.

When counting the votes of participants in a general partnership, one should be guided by the rule that each general partner has one vote. A different procedure for determining the number of votes of the partnership participants may be provided for in the constituent agreement. 5. The Code (Article 72 of the Civil Code) distinguishes between management in a partnership and the conduct of affairs of a general partnership. Conducting business means representing the interests of the partnership in relations with third parties. The Code offers a choice of three models for conducting the affairs of a general partnership: a) each participant in the partnership has the right to act on behalf of the partnership (general rule); b) all participants of the partnership conduct business jointly; c) the management of affairs is entrusted to individual participants. The last two options for conducting business may be provided for in the memorandum of association.

When conducting the affairs of a general partnership, its participants, representing the interests of the partnership in relations with third parties, act as bodies of a legal entity. And although, in relation to business partnerships, the Civil Code does not call them (general partners) the body of the partnership, nevertheless they perform these functions. By virtue of paragraph 1 of Art. 53 of the Civil Code, a legal entity acquires civil rights and assumes civil responsibilities through its bodies.

We believe that general partners, taking into account the different models of conducting the affairs of a general partnership, are the bodies of a general partnership acting in accordance with the law, other legal acts and the constituent agreement. There are specific features of their formation, but they are unlikely to affect the functional affiliation of the partnership participants with the bodies of the legal entity. At the same time, we are not inclined to extend the regime of the institution of representation to the bodies of a legal entity in general and to participants in a general partnership in particular. There are no representative relations between a legal entity and its bodies, which are subject to regulation by the norms of Chapter. 10 GK.

Each general partnership business model has its own advantages and disadvantages. Thus, the first model gives the right to each participant in the partnership to act on behalf of the partnership. This can be considered, on the one hand, as a plus, on the other hand, as a minus, since such a democratic way of doing things will lead to anarchy.

On the contrary, the second model is designed to ensure coordination of the actions of all participants in the general partnership. The idea is not bad, but in reality its implementation is fraught with significant difficulties. Even the personal-trust nature of a general partnership is not capable of guaranteeing absolute unity of opinions and votes.

6. List of responsibilities of general partners, provided for in Art. 73 Civil Code is not exhaustive. For example, a general partner is obliged to participate in the distribution of losses (clause 1 of Article 74 of the Civil Code).

In addition, additional obligations of participants in a general partnership may be provided for in the constituent agreement.

Along with the obligation of a partnership participant to participate in the activities of the partnership, Art. 73 of the Civil Code obliges a general partner to make at least half of his contribution to the joint capital of the partnership by the time of its registration. Share capital is a type of property of a partnership formed from the contributions of the founders of the partnership. Therefore, it (capital) represents the total value of all contributions registered (fixed) in the constituent agreement and expressed in rubles, which the founders of the general partnership decided to combine when creating the partnership.

The current legislation does not contain norms on the minimum amount of the share capital of a business partnership. In our opinion, such an absence can hardly be considered a gap. On the contrary, based on the nature of business partnerships, we consider it inappropriate to legislatively establish the minimum amount of the partnership's share capital. The specified amount must be determined by the founders of the business partnership independently.

The share capital of a business partnership does not perform a guarantee function aimed at ensuring the interests of creditors. In relation to business partnerships, it is important for creditors who the general partnerships are and what their property status is.

By and large, the authorized capital of business companies also does not perform the function of a guarantee, if only because its size in most cases is not capable of ensuring the interests of creditors.

7. According to the general rule (Article 74 of the Civil Code), the profits and losses of a general partnership are distributed between its participants in proportion to their shares in the share capital. However, a different rule may be formulated in the memorandum of association or in another agreement of the participants. For example, depending on the personal participation of the partners in the activities of the partnership, the general partners may agree on a different proportion of distribution of profits and losses. At the same time, the Civil Code does not allow an agreement between participants to exclude any of the general partners from participating in profits or losses. Such an agreement is void.

The Code (clause 2 of Article 74) prohibits the distribution of profits among general partners if, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital. This prohibition is in effect until the value of net assets exceeds the size of the share capital.

At the same time, the legislator pursues the only goal - to have a stimulating effect on the participants of the general partnership so that they show a minimum of interest in maintaining the solvency of the partnership, at least to the level of its share capital. But it is unlikely that this rule can in any way influence the fate of the partnership, as well as the business relations of the partnership with creditors. The main guarantee of the interests of creditors is the subsidiary liability of general partners for the obligations of the partnership.

8. Change in the composition of participants in a general partnership(Article 76 of the Civil Code). The Code defines circumstances the presence of which may affect the fate of a business partnership, as well as the consequences of changing the composition of participants in a general partnership. Such circumstances include: the exit or death of any of the participants in the general partnership; recognition of one of the partners as missing, incapacitated or partially capable; declaring a general partner insolvent (bankrupt), opening reorganization procedures against one of the participants by a court decision, liquidation of a legal entity participating in the partnership; application by a creditor of one of the participants to foreclosure on a part of the property corresponding to his share in the joint capital of the partnership. Thus, the Code distinguishes between changes in the personal composition of participants in a general partnership and the property status of a participant.

These circumstances are grounds for the liquidation of a general partnership (Article 81 of the Civil Code). In practical terms, the question of a voluntary or forced method of liquidating a partnership deserves attention. This is what F. M. Polyansky, the author of the commentary on paragraph 2 of Chapter 2, writes. 4 of the Code: “Each of the specified circumstances is the basis for the forced liquidation of the partnership, unless otherwise provided by its constituent agreement or agreement of the remaining participants.” As we see, listed in Art. 76 of the Civil Code, circumstances serve, in the opinion of the named author, as the basis for the forced liquidation of a general partnership.

We do not completely agree with this opinion. Clause 2 of Art. 61 of the Civil Code establishes the grounds for voluntary and forced liquidation of a legal entity. Forced liquidation of a legal entity is carried out by a court decision on the grounds listed in paragraph 2 of Art. 61 Civil Code. An analysis of this norm shows that the specified grounds for liquidation of a legal entity are heterogeneous: one group of grounds is violations by a legal entity of the provisions of the law and other legal acts, the other group is not associated with such violations.

In our opinion, the phrase “in other cases provided for by this Code” means that the Code may provide other grounds for the liquidation of a legal entity; and it is not necessary that they constitute any violations.

In the case under consideration (Article 76 of the Civil Code), when the remaining participants in the general partnership did not make a unanimous decision on the existence of the partnership, there are grounds for liquidation of the partnership. Such liquidation may be voluntary, that is, by decision of the participants of the general partnership. In turn, the court decision to liquidate the general partnership on the grounds specified in paragraph 1 of Art. 76 of the Civil Code, indicates the presence of disagreements between the remaining general partners. Therefore, upon the application of one of them, the court has the right to make a decision on the liquidation of the general partnership. Let's face it: the situation that arises is not simple (for example, nine comrades are in favor of maintaining the partnership, and one is against it).

Another situation: the remaining participants in the general partnership have not decided to continue the activities of the partnership, but, on the other hand, do not go to court regarding its liquidation.

With a requirement for the forced liquidation of a general partnership on the grounds specified in paragraph 1 of Art. 76 of the Civil Code of the Russian Federation, the remaining general partners have the right to apply. This statement does not contradict the meaning and content of the rule formulated in paragraph 3 of Art. 61 Civil Code. According to this rule, a demand for the forced liquidation of a legal entity can be brought to court by a state body or local government body, which is granted the right to make such a claim by law.

9. Withdrawal of a participant from a general partnership(Article 77 of the Civil Code). Any participant in a partnership has the right to leave it by declaring his or her refusal to participate in the partnership. In order to protect the interests of the remaining general partners, the Code contains a special rule on the withdrawal of a participant from a general partnership. If a partnership is founded without specifying a period, the refusal to participate in the general partnership must be declared by the participant at least six months before the actual withdrawal from the partnership. When establishing a partnership for a certain period, early withdrawal from participation in a general partnership is allowed only for a valid reason (for example, illness of a partner in the partnership).

The Code recognizes as void an agreement between the participants of a partnership to waive the right to withdraw from the partnership.

The consequences of the withdrawal of a participant from a general partnership are provided for in Art. 78 Civil Code. In particular, paragraph 1 of Art. 78 provides a participant who has retired from a general partnership with the right to receive the value of a part of the partnership’s property corresponding to the share of this participant in the share capital. However, a different principle for determining the amount of such payment may be established by the constituent agreement.

The retiring participant may agree with the remaining general partners to replace the payment of the value of the property with the delivery of the property in kind. This rule is also formulated in Art. 78 Civil Code.

The Civil Code specifically regulates procedural issues related to succession. Thus, in the event of the death of a participant in a general partnership, his heir can enter into a general partnership only with the consent of the other participants. A slightly different rule applies to a reorganized legal entity: its entry into a partnership requires the consent of other general partners, unless otherwise provided by the founding agreement of the partnership.

The Code contains rules on settlements with an heir (legal successor) who has not entered into a partnership. Such calculations are made in accordance with paragraph 1 of Art. 78 of the Civil Code, i.e. the heir receives the value of part of the partnership’s property, which must correspond to the share of this participant in the joint capital of the partnership. In addition, the heir (legal successor) bears the risk of liability for the obligations of the partnership to third parties for two years from the date of approval of the report on the activities of the partnership (clause 2 of Article 75 of the Civil Code), but within the limits of the property of the retired participant transferred to him.

10. Transfer of a participant’s share in the share capital of a general partnership(Article 79 of the Civil Code). Such transfer is carried out with the consent of the remaining general partners. When transferring a share (part of a share) to another person, the rights belonging to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part.

Of course, the person to whom the share (part of the share) is transferred assumes the risk of liability that lies with the retired partner (clause 2 of Article 75 of the Civil Code). In turn, the transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership. Moreover, this transfer entails the consequences provided for in paragraph 2 of Art. 75 Civil Code.

11. Liquidation of a general partnership(Article 81 of the Civil Code). The Code distinguishes between general grounds for liquidation of a legal entity (Article 61 of the Civil Code) and special ones. The latter includes, for example, the case when the only participant remains in the partnership. By virtue of Art. 81 such participant has the right, within six months from the moment when he became the sole participant of the partnership, to transform such a partnership into a business company. Otherwise, the general partnership is subject to forced liquidation by a court decision (by the way, there is no violation of the law or other legal acts). A request for forced liquidation of a partnership can be submitted to the court by a single participant. However, the question arises: what if he doesn’t do this?

As noted earlier, a general partnership can be liquidated in the cases specified in paragraph 1 of Art. 76 Civil Code.

A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

The last circumstance must not be forgotten, since it is the main difference between a general partnership and the most widespread limited liability companies.

Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership. A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his departure, equally with the remaining participants, for 2 years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. An agreement between the participants of a partnership to limit or eliminate the liability of the participants is void.

The business name of a general partnership must contain either the names (titles) of all its participants and the words “full partnership,” or the name (title) of one or more participants with the addition of the words “and company” and the words “general partnership.”

A general partnership is created and operates on the basis of a constituent agreement, the constituent agreement is signed by all its participants.

The decision to create a partnership must contain information about the establishment of the partnership, approval of its charter, about the procedure, amount, methods and timing of the formation of the property of the partnership, about the election (appointment) of its bodies, information about the results of voting of the founders on the issues of establishing the partnership, about the procedure for joint activities of the founders to create a partnership.

A written protocol on the adoption of a decision at the meeting of founders is drawn up. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

2) information about the persons who took part in the meeting;

4) information about the persons who conducted the vote count;

A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants.

The founding agreement of a general partnership must contain, inter alia, information about the name of the legal entity, its organizational and legal form, its location, the procedure for managing the activities of the legal entity, as well as conditions on the size and composition of the partnership's share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.

A general partnership is subject to state registration with an authorized state body in the manner prescribed by the law on state registration of legal entities.

For state registration of a general partnership, it is necessary to submit to the registration authority an application drawn up in the prescribed form, a decision on creation or minutes of the meeting of founders, constituent documents and a document confirming payment of the state duty.

When participating in the establishment of a general partnership of a foreign legal entity, an extract from the register of foreign legal entities of the relevant country of origin or other evidence of equal legal force is required.