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 used infrequently, 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 entrepreneurial activity. 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 features:

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 entrepreneurial activities;

The liability of all participants is unlimited.

There are rules for those who want to become a member of a general partnership. By law, individual entrepreneurs can become them, like any other (according to Article 66 of the Civil Code).

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

Required documents

A general partnership, the constituent documents of which must be submitted 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 the costs and methods of managing the organization.

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

The name corresponding to the legislation;

Location;

The procedure for managing the partnership;

Size, composition and terms of making deposits;

Liability for breach of contract.

The memorandum of association has several purposes. It contains clauses defining relations between full partners. Moreover, the contract specifies the terms of the partnership with other organizations. Like any document, the contract is drawn up in accordance with the law and must include all clauses. It is in writing, drawn up in the form of a single document and signed by each participant.

Name of general partnership

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

From the moment of signing the contract, the participants in a general partnership must fulfill their rights and obligations. However, for third parties, it comes into force only after registration. Registration of the memorandum of association 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".

Member Responsibilities

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 full partnership may not 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 obliged to make at least half of their contribution to the capital by the time of registration of the partnership. The remaining part 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 memorandum of association.

Participant rights

The founders of a general partnership have the right to leave the partnership before the specified period. In this case, a person is obliged to 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 may be expelled from the partnership in a judicial proceeding if the other participants voted for it. In this case, he is paid the value corresponding to his share in the capital. The shares of the retired participants are transferred in the order of succession, but the rest of the comrades must vote for the successor. The composition of comrades can be changed without exclusion of anyone. In this case, the share in the share capital is transferred to another participant or a third party. To carry out the operation, the consent of the other comrades is necessary.

Liquidation of a general partnership

Since a general partnership is highly dependent on each participant, there are many events that can lead to its liquidation. Naturally, the death of a member 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:

Appeal of creditors to one of the participants in order to recover property;

Legal proceedings against one of the comrades;

Declaring a member bankrupt.

A general partnership has the right to continue its activities if such a clause is specified in the memorandum of association.

If the number of participants has decreased to one, then the participant has 6 months to transform 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 contributors (limited partners). They take the risk for losses that are associated with the activities of the partnership. The amounts depend on the contributions made. Limited partners do not take part in entrepreneurial activities. Unlike general partners, investors can be not only individual entrepreneurs and commercial organizations, but also legal entities.

Partners have the right to:

Get profit according to the share in the share capital;

Require annual reports on the work of the partnership.

There are a number of restrictions applicable to contributors. They cannot be state bodies, as well as local governments. They do not have the right to act on behalf of the partnership, except by proxy.

Production cooperative as a form of collective entrepreneurship

One form of collective enterprise 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 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 debt, everyone is responsible for its repayment in the amount predetermined by the charter.

The advantage of this form of entrepreneurship is that the profit is distributed in accordance with the labor contribution. Property is also distributed if the production cooperative has been liquidated. The maximum number of members is not limited by law, which allows you to create cooperatives of any size. Each participant has equal rights and one vote, which stimulates the interest of members 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 be jointly and severally liable for the obligations of the partnership with property belonging to the participants in the partnership, i.e. the creditor of the partnership may present a property claim in full as at the same time to 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 (share) ownership of its participants. The minimum share capital of a general partnership is at least 100 times the minimum wage (SMIC) as of the date of submission of constituent documents for registration.

The founding document of a general partnership is the memorandum of association, which reflects all aspects of economic life. Defined:

- the procedure for creating a partnership;

- conditions for the transfer of his property to him;

- conditions and procedure for the distribution of profits and losses between partners;

- the 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 full partnership implies 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 the 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 business of a general partnership are implemented:

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

- the participants in the partnership jointly conduct the affairs of the partnership, i.e. all transactions on behalf of the partnership are made only on the basis of a joint decision of all participants in the partnership;

- the conduct 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 of intellectual capital (brokerage, accounting, auditing, implementation, law firms). People working in such firms are business partners.

Benefits of this form:

- the possibility of accumulating significant funds in a relatively short time;

- mobility in the areas of investment in various sectors of the economy.

Flaws:

- Difficulties in the division of profits between the participants of the partnership;

- Lack of tax incentives.

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 a community, whose members are engaged in entrepreneurial activities exclusively jointly. All obligations assumed by one of them and not fulfilled by him must be fulfilled by the rest. Having assumed specific obligations, the participants are obliged to respond to them not only by joint, but also by personal means, which is a huge inconvenience for them, but insures the clients using the services of this association.

When joining a community, you need to be prepared for the fact that you will not be able to become a member of any other similar organization. Each association has its own corporate name, which may consist of the names of all its members with the addition of the phrase "general partnership" or from the name of one member with the addition of the same phrase or "company".

Founders and founding documents

The founders of this association can be individual entrepreneurs and commercial firms. The main constituent document is the memorandum of association, 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 of the participants;
time of payment of entrance fees;
penalties for breach of this agreement.

In accordance with the constituent agreement, a legal entity is created, the procedure for the implementation of common work is decided, 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 define the terms under which the expected gains and losses will be distributed. The agreement also specifies how the procedure for admission to and withdrawal from the partnership will take place.

Number, rights, duties and responsibilities of participants

The main condition for the creation of 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 provide to the common piggy bank, the so-called share capital.

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

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

receipt of income, the amount of which is commensurate with the amount of the contribution;
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 the reorganization;
withdrawal from the association at any time convenient for him.

The responsibility of each general partner is distributed to all, regardless of the size of the contribution. This condition assumes that all participants are responsible for each other's actions. not only with their contributions, but also with personal property.

In addition, they are required to:

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;
in the event that it is impossible to pay in full 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 comrades incurred in the course of existence with an incomplete share capital.
to keep confidential information relating to the work of the organization, if this is required by the general interests;
actively participate in all activities of the community;
not to enter into transactions similar to transactions in which all members of the partnership must participate, on their own behalf.

Activity goals

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

The trust on the part of clients to the partnership is higher than to individual representatives of such a business. Community 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 doing business of such an organization in accordance with the Civil Code of the Russian Federation from the following video:

Governing bodies

The association is managed by all the comrades who formed it, unless otherwise specified in the founding document. All members have one vote each and are entitled to act on behalf of the others. The exceptions are cases when the agreement agrees in advance on the joint conduct of all affairs.

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

When conducting business on behalf of the majority, each participant practicing this approach must have a power of attorney signed by the rest. In the event that the trust in one of the members has been shaken, his powers may be terminated by a court decision, about which an appropriate entry is made in the memorandum of association.

As such, the partnership does not have governing bodies, since in most cases the participants act on a common behalf.

Registration procedure

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

the name of the future organization;
the type of activity that is planned to be carried out;
information on the amount of the authorized capital, including the procedure for its payment;
information about the chosen taxation system;
the permanent address at which the organization is located (it is allowed to indicate the address of a rented or non-residential premises);
information about the founders, as well as copies of constituent documents.

This will require you 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 of the Civil Code of the Russian Federation. In addition, this association may be recognized as liquidated in the event that if all members leave it or it consists of one member. The remaining partner has the right to transform the organization into a business entity, 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 by the memorandum of association. In other cases, the existence of the organization is considered indefinite and not subject to either reorganization or liquidation.

Advantages and disadvantages

A general partnership has both advantages and disadvantages. Fortunately, the latter are much smaller, but still they 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 entrepreneurial activity.
Confidence. Potential creditors trust such an organization more than firms.

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

An example of the functioning of an organization

An example is 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 a general partnership "Ivanov and Co" with the aim of producing knitted clothes.

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

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

Comparison with limited partnership

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 version, and the absence of such a need in the second case.

Fellows in faith always risk only their own contributions, but their personal property remains intact.

In the event that several comrades of faith have joined the full association, the latter do not take any active part in business activities, but are obliged to pay entrance and other fees in a timely manner.

The community on 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, 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 left the association is paid compensation equal to the estimated value of that part of the joint property for which he can claim. By agreement of the parties, compensation can be replaced by receiving property in kind.

For example, a friend may demand back a personal car, computer, household and agricultural equipment. The due amount is determined on the basis of the balance, which is drawn up immediately after the decision to withdraw.

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

With a decrease in the number of comrades, the size of the share capital increases. The exceptions are cases prescribed in the founding document.

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

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

Otherwise, the partnership has the right, at its choice, to demand from such a participant compensation for the losses caused to the partnership or the transfer to the partnership of all the benefits acquired from such transactions (paragraph 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 comrade in the affairs of a partnership. 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 GK. On the other hand, a partner may actually be released from the obligation to personally participate in the affairs of the partnership.

In this regard, the question arises: is it possible, using the structure of the memorandum of association, to release a comrade from such participation? In our opinion, no. The rule of paragraph 1 of Art. 73 of the Civil Code is an imperative norm, and therefore the memorandum of association, by virtue of paragraph 1 of Art. 422 of the Civil Code must comply with the rules binding on the parties, established by law and other legal acts (imperative norms) in force at the time of its conclusion. The provisions of Art. 1, 421 of the Code on freedom of contract, since the freedom of participants in civil transactions (general partners) is limited by the operation of an imperative norm.

3. Participants of a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership (clause 1 of 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. In the literature, it is widely believed that it (responsibility) occurs only if the property of the partnership is insufficient. This opinion appears to be 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 GK. By virtue of paragraph 1 of Art. 399 To bring to subsidiary liability, it is sufficient for the main debtor to satisfy the creditor's claims or for the creditor's failure to receive a response to the claim within a reasonable time.

The joint nature of the liability of general partners means that the creditor of the partnership has the right to present a claim both to all partners jointly, and to 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, 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 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 hard rule!

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

4. As a general rule, managerial functions in a full partnership are carried out with the consent of all participants (Article 71 of the Civil Code). However, the memorandum of association may provide for cases where the decision is taken by a majority vote of the participants. Such an exception allows the participants of the partnership to reach a specific decision in disputable situations, since it is not always possible to reach a unanimous decision of all participants on some fundamental issues.

Literal interpretation of the rule of paragraph 1 of Art. 71 of the Civil Code allows us to conclude that these exceptions are applicable to individual cases. In other words, the general rule of a unanimous decision remains valid even in cases where the memorandum of association contains conditions for a decision to be taken by a majority of votes.

Since the Civil Code of the Russian Federation provides for the possibility of making a decision by a majority of votes, there is no prohibition, in our opinion, to establish in the contract a rule that on certain issues of managing the activities of a general partnership, the 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 participants in a partnership may be provided for by the founding agreement. 5. The Code (Article 72 of the Civil Code) distinguishes between the management in a partnership and the conduct of business in 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 business in a general partnership: a) each participant in the partnership has the right to act on behalf of the partnership (general rule); b) all participants in the partnership conduct business jointly; c) the conduct of affairs is entrusted to individual participants. The last two options for doing business can be provided for by the memorandum of association.

When conducting business 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 obligations through its bodies.

We believe that general partners, taking into account different models of doing business in a general partnership, are the bodies of a general partnership acting in accordance with the law, other legal acts and the memorandum of association. There are features of their formation, but they are unlikely to affect the functional affiliation of the participants in the partnership to 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 the subject of regulation by the norms of Ch. 10 GK.

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

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

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

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

Along with the obligation of a participant in the partnership 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 share capital of the partnership by the time of its registration. The share capital is a type of property of the partnership, formed at the expense of the contributions of the founders of the partnership. Therefore, it (capital) represents the total value of all contributions registered (fixed) in the memorandum of association and expressed in rubles, which the founders of the general partnership decided to combine when creating the partnership.

The current legislation does not contain a rule on the minimum amount of the share capital of a business partnership. In our opinion, this absence can hardly be regarded as a gap. On the contrary, based on the nature of business partnerships, we consider it inappropriate to establish a legislative minimum size 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. With regard to business partnerships, it is important for creditors who are general partnerships 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. As a 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 partners in the activities of the partnership, general partners may agree on a different proportion of the distribution of profits and losses. At the same time, the Civil Code does not allow the agreement of the participants on the elimination of any of the general partners from participation in profits or losses. Such an agreement is void.

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

At the same time, the legislator pursues the only goal - to have a stimulating effect on the participants in a general partnership so that they show a minimum interest in maintaining the solvency of the partnership, at least to the level of its share capital. But this rule is hardly capable of in any way affecting 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 the circumstances, the presence of which may affect the fate of a business partnership, as well as the consequences of a change in the composition of participants in a general partnership. Such circumstances include: exit or death of any of the participants in a full partnership; recognition of one of the comrades as missing, incapacitated or partially incapacitated; recognition of a general partner as insolvent (bankrupt), opening reorganization procedures in respect of one of the participants by a court decision, liquidation of a legal entity participating in the partnership; foreclosure by a creditor of one of the participants on a part of the property corresponding to his share in the joint capital of the partnership. Thus, the Code distinguishes between a change 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 full partnership (Article 81 of the Civil Code). In practical terms, the question of a voluntary or forced method of liquidating a partnership deserves attention. Here is what F. M. Polyansky writes, the author of the commentary of paragraph 2 of Ch. 4 of the Code: "Each of these 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 you can see, listed in Art. 76 of the Civil Code, the circumstances serve, in the opinion of the named author, as the basis for the forced liquidation of a full partnership.

We do not fully agree with this opinion. Paragraph 2 of Art. 61 of the Civil Code establishes the grounds for the voluntary and forced liquidation of a legal entity. Forced liquidation of a legal entity is carried out by a court decision on the grounds, a list of which is given in paragraph 2 of Art. 61 GK. An analysis of this norm shows that the indicated grounds for the liquidation of a legal entity are heterogeneous: one group of grounds is a violation by a legal entity of the provisions of the law, 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 for 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 the liquidation of the partnership. Such liquidation may be voluntary, that is, by decision of the participants in the full partnership. In turn, the court decision on the liquidation of a full partnership on the grounds specified in paragraph 1 of Art. 76 of the Civil Code, testifies to the existence of disagreements between the remaining full partners. Therefore, at the request of one of them, the court has the right to make a decision on the liquidation of the full partnership. To put it bluntly: the situation that arises in this case 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 a general partnership have not decided to continue the activities of the partnership, but, on the other hand, do not apply to the court regarding its liquidation.

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

9. Withdrawal of a participant from a general partnership(Article 77 of the Civil Code). Any participant in the partnership has the right to withdraw from it by declaring his 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 the partnership is founded without specifying a term, the refusal to participate in the full 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 refusal to participate in a full partnership is allowed only for a good reason (for example, illness of a member of the partnership).

The Code recognizes as null and void an agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership.

The consequences of the withdrawal of a participant from a full partnership are provided for in Art. 78 GK. In particular, paragraph 1 of Art. 78 grants a participant who has withdrawn from a general partnership 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 memorandum of association.

The withdrawing participant may agree with the remaining general partners on the replacement of the payment of the value of property by the issuance of property in kind. This rule is also formulated in Art. 78 GK.

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

The Code contains rules on the production of settlements with an heir (successor) who has not joined the 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 a part of the property of the partnership, which must correspond to the share of this participant in the joint capital of the partnership. In addition, the heir (successor) bears the risk of liability for the obligations of the partnership to third parties within 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 a transfer is carried out with the consent of the other 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) was transferred assumes the liability risk lying on the retired comrade (clause 2, 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 GK.

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

As noted earlier, a general partnership may be liquidated in the cases specified in paragraph 1 of Art. 76 GK.

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

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 full partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who left the partnership is liable for the obligations of the partnership that arose before the moment of his retirement, on an equal basis with the remaining participants within 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. The agreement of the participants in the partnership to limit or eliminate the liability of the participants is void.

The trade name of a general partnership must contain either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and the 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 establish a partnership must contain information on the establishment of the partnership, approval of its charter, on the procedure, amount, methods and terms for the formation of the property of the partnership, on the election (appointment) of its bodies, information on the results of the vote of the founders on the establishment of the partnership, on the procedure for joint activities of the founders to create a partnership.

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

1) the 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 counting of votes;

A general partnership is created and operates on the basis of a founding agreement. The memorandum of association is signed by all its members.

The founding agreement of a general partnership must contain, among other things, information on 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 share capital of the partnership; on the amount and procedure for changing the shares of each of the participants in the share capital; on the amount, composition, timing and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.

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

For the 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 the establishment or a protocol of the meeting of founders, constituent documents and a document confirming the payment of the state fee.

When a foreign legal entity participates in the establishment of a full partnership, an extract from the register of foreign legal entities of the respective country of origin or other proof of the legal status of the foreign legal entity – the founder is also required.