The current legislation establishes the possibility of carrying out commercial activities through the establishment of organizations with authorized capital, divided into the respective shares of the founders. These organizations can be created in the form of business companies or partnerships, which, in turn, can be formed in such organizational and legal forms as full partnership and limited partnership (in faith). Direct features of the organization and functioning of the latter will be discussed below.
Limited partnership: concept
Limited partnership is a commercial organization, the participants of which are divided into two groups. The first includes entities (referred to as full partners) who carry out commercial activities on behalf of the team members and are responsible for the obligations of the latter with all the property they have. The second group consists of entities (referred to as limited partners) who do not directly participate in the conduct of the partnership's business activities and bear the risk of potential losses caused by the latter, within the values entered by them into the charter capital of deposits.
Key Points
The full partnership status participants of the limited partnership carry out their activities, and are also liable for the respective obligations of the latter, in accordance with the standards established by civil law governing the activities of those participating in a full partnership.
Subjects with the status of full partners have the right to participate in only one limited partnership. In turn, entities that are participants in a full partnership are not entitled to have the status of full partners in the command.
The number of partnership participants with the status of limited partners may not exceed twenty units. If the indicated amount is exceeded, the limited partnership must be transformed into a business company during a one-year period. If, at the end of the indicated period, the partnership is not transformed or the number of limited partners is not reduced to the established limits, then the partnership must be subjected to liquidation through litigation.
The provisions of civil law governing the activities of a full partnership can be applied to the work of a limited partnership in the event that they do not conflict with the legislative standards ensuring the functioning of the partnership in faith.
About Brand Name
Another legal requirement that a limited partnership must meet is the company name. The latter must be formulated in one of the following options:
- names of all full partners with the addition of the phrase "limited partnership";
- the name of at least one full partner with the addition of the phrase “limited partnership and company”.
In the event that the name of a contributor is included in the company name, the latter acquires the status of a full partner.
Memorandum of association
The creation and subsequent activities of a limited partnership are carried out in accordance with the provisions of the memorandum of association, which is signed by all persons having the status of full partners.
In addition to the provisions of art. 52 of the Civil Code of the Russian Federation, a limited partnership agreement should include the following information:
- conditions determining the amount and composition of the share capital;
- the amount of capital shares owned by each of the full partners;
- the procedure for changing the latter;
- the composition, as well as the timing and procedure according to which contributions are made;
- responsibility for violation of the mentioned procedure;
- the total amount of contributions made by entities with the status of investors.
Limited Partnership Responsibility
As stipulated by legislative provisions, the commandite is responsible for its obligations with all the property that it possesses. In the event that the latter is not enough to cover the debt on obligations, creditors have the right to present their requirements to all full partners, and to any of them.
A full partner, not having the status of the founder of a limited partnership, is liable for obligations (which arose before its entry into the latter) to the same extent as all other full partners.
A full partner who has dropped out of a limited partnership is liable for the obligations of the latter, which appeared before his departure, to the same extent with all other participants. The term of liability for the said partner is two years, calculated from the moment of approval of the report on the activities carried out by the partnership for the year in which the disposal took place.
