A partnership in faith is an association with a specific subjective composition. This community is formed for profit. It can carry out any legitimate business activities. Some of its types require licensing. Next, consider what constitutes a partnership in faith.
Characteristic
Members of such a partnership carry out entrepreneurial activities on behalf of their organization and have certain property obligations. Together with them, one or several contributors - commandists - are included. They carry the risk of expenses that are associated with the activities of the community, within the size of their contributions. These participants in a limited partnership do not carry out entrepreneurial activity on behalf of the association.
Specificity
A person may enter into only one partnership in faith. A full partnership has a different subjective composition. This is the main feature by which the two indicated associations differ. So, a full member of the faith community cannot enter into full partnership as well as vice versa. The Civil Code acts as the main document on the basis of which the formation and conduct of the activities of the association are carried out. Prior to its adoption, a partnership in faith was registered as an enterprise without the formation of a legal entity. Such communities could exist until July 1, 1995.
Trade name
It must contain the names of all members and the phrase “partnership in faith” (“limited partnership”) or the name of at least one member with the addition of these terms or the words “and company”. The company name of the association may include the name (name) of the contributor. In this case, he becomes a full friend.
Number of members
There should be more than two. Only commercial organizations and (or) individual entrepreneurs can act as full participants. They conduct business on behalf of the company. The maximum and minimum amounts of capital are not specified. This is due to the nature of the obligations established by the partnership on faith. Members are responsible for their personal property.
Governing bodies
Regulation of the enterprise is carried out by full partners. Situations may be envisaged when certain decisions are made by a majority of votes. The foundation agreement of a limited partnership determines the voting procedure in such cases. As a rule, unless otherwise provided by agreement, each member has only one vote. The partnership partnership agreement provides for an opportunity for each member who has property responsibilities, regardless of whether he has the authority to conduct association affairs or not, to familiarize himself with the community documentation. A refusal of this right or restrictions on its implementation, including by agreement of the members of the company, are considered null and void.
The order of business
Each full partner has the opportunity to act on behalf of the enterprise. An agreement may also establish joint conduct of business or assignment of this to specific members of the community. In the first case, at the conclusion of any transaction, the consent of all other persons included in the association is necessary. In the case of the granting of authority to conduct business to individual participants, the remaining members must have powers of attorney from them to carry out business on behalf of the partnership.
Relations with third parties
Within their framework, the partnership cannot refer to certain provisions included in the memorandum of association. In particular, we are talking about those that limit the powers of members of the company. Exceptions will be cases where the association proves that third parties knew or should have known that this entity does not have the authority to act on behalf of the community.
Partnership in faith: characterization of responsibilities
Community members must:
- Contribute shares in the amounts, in the order, in the terms and in the composition, which are provided for by law and statutory documents.
- Participate in the activities of the company in accordance with the terms of the agreement.
- Refrain from making transactions in their interests (or third parties) and personally, similar to those concluded by the enterprise, without the consent of its other members.
- Do not disclose confidential information about the activities of the association.
Noncomplete partners must contribute a share to the share capital. This action is certified by the certificates issued by him.
Opportunities of the parties
Full partners can:
- Receive information about the activities of the company, get acquainted with accounting books and other documentation in the manner prescribed by the agreement.
- Participate in the conduct of business.
- Leave the community at any time, regardless of the consent of other members.
- Participate in the distribution of income.
- To receive a part of the company’s property that remains after settlement of loan obligations, or its value upon liquidation.
Rights of the investor of a partnership in faith:
- To receive part of the company's income, respectively, of its share in the share capital.
- Get acquainted with the annual report and the balance sheet of the enterprise.
- Transfer your share or part of it to another member of the company with the same status or to a third party. In this case, his membership in the enterprise ends.
- Exit the partnership at the end of the financial year and receive your own contribution in the manner prescribed by the agreement.
Order profit sharing and costs
Expenses and incomes are distributed among the participants in the partnership in faith in proportion to their shares in the capital. Other conditions and procedures may be established in the agreement. It is not allowed to remove any member from the distribution of costs and profits. In some cases, the company may incur losses. If, as a result of them, the value of the community’s net assets decreases and becomes less than the share capital, then the profit received between the participants is not distributed for a certain period. This measure is valid until the value of the assets again exceeds the amount of pooled capital.
Features of the performance of duties
Some full partners may be founders. If they are not, then they answer on a par with other persons. At the same time, they are liable for obligations that arose before their entry into the company. The company is liable with all the property it has. In some cases, it is not enough. In such situations, the creditor has the right to present claims to any full member or to all at the same time on the performance of obligations. Upon disposal, a certain period of time is valid during which the person is considered encumbered. So, a full partner who has left the community is responsible for obligations that arose before this event within two years from the date of approval of the report on completed activities for the year in which he terminated membership.
Documentation
The constituent agreement acts as the main document. It is signed by all persons - members of the association. The memorandum of association must contain the following information:
- Location of the community.
- Company name.
- Information on the composition and size of the share capital.
- On the aggregate amount of shares contributed by investors.
- Consequences for members of the association in case of violation of obligations.
- About the procedure, terms, composition, amount of contributions.
Under the terms of the agreement, the parties undertake to form a legal entity, establish the procedure in accordance with which they will carry out joint activities to create a company. The agreement also defines the conditions for the parties to transfer their property to the partnership, the procedure for the distribution of costs and income, business management, termination of membership.
Conversion order
The law establishes certain forms of enterprise that a partnership may take on faith. In particular, a union can be converted to:
- Joint-Stock Company.
- Full partnership.
- LTD.
The basis for the transformation is the agreement of the members. These actions are carried out in the manner specified by law.
Enterprise Features
It should be noted that business partnership on faith is one of the rarest forms of doing business in Russia. This is due to the fact that in order to create this type of enterprise and conduct business on the terms established in the agreement, there must be a very high degree of trust between all parties to these relations. Here I must say that abroad such forms of doing business are much better developed. There partnership on faith or similar forms of associations are more widespread. Apparently, in the West, due to the duration of market relations, the parties learned to more conscientiously approach their duties and trust partners.
Liquidation
In Art. 61, paragraph 2, lists the grounds in accordance with which the termination of the association. In particular, liquidation is possible by:
- The decision of the participants or the authorized body. Liquidation may be due to the expiration of the period for which the partnership was established on faith. And also the achievement of the goal for which it is formed.
- By court decision. Such liquidation is carried out if the enterprise assumes a gross violation of the law, if it is fatal, in carrying out activities without the necessary license for this, and in other cases.
The termination of the partnership may also be associated with its bankruptcy.
Conclusion
A limited partnership is the original Russian name for this form of doing business. In the history of the country, at one time such enterprises were quite common. However, over time, under the influence of various factors, this form of doing business has faded into the background. Limited partnership is the international name for such communities. As mentioned above, such associations can be found quite often abroad. In fact, partnership in faith is considered a kind of complete. In this form of enterprise, the turnover of capital of its various members is allowed.
In particular, this refers to the property of full partners and third parties. Regulation of activities is carried out in accordance with the law. Moreover, for partnership in faith, the provisions of full partnership are used. This procedure and conditions for managing the activities of such associations do not contradict the specific content of the rules. The contract acts as the only constituent document. In the legislation are present peremptory norms prescribing the mandatory creation of joint capital. Moreover, the regulatory acts regulating this issue do not prescribe requirements for its minimum size, as well as the ratio of shares for participants - depositors and partners.