Economic partnership: features, participants, activities, examples. Federal Law on Economic Partnerships

On December 3, 2011, the Federal Law "On Economic Partnerships" was adopted. The law entered into force in 2012, namely on July 1. Let us further consider the legal status of economic partnerships.

General information

Economic partnerships and business partnerships today are considered not very common forms of legal entities in Russia. These enterprises have a lot in common. Economic partnerships relate to organizations that most fully meet the key requirements of domestic and foreign venture investors. These legal entities are used as design companies of innovative entrepreneurship. Such enterprises are subject to specific requirements. They determine the procedure for the development, implementation and termination of innovative business projects. The explanatory note to the Federal Law "On Economic Partnerships" states that earlier in the domestic legislation there were no corresponding forms of legal entities that would sufficiently take into account the peculiarities of introducing sufficiently risky (venture) projects. It was to fill this gap that this normative act was adopted.

Key aspects

Business partnerships are commercial entities. They are created by two or more persons. The legislation provides for various opportunities that economic partnerships can take advantage of. The company is managed by the entities that created it. It is allowed to administer by other persons to the extent and extent provided for by the relevant agreement. The subjects that created the economic partnership (founders) are not liable for its obligations. Along with this, they bear the risk of losses associated with the work of the company, within the limits of their contributions to capital. An enterprise is considered formed from the moment of its state registration in the prescribed manner. The objectives of the company are formulated by persons creating business partnerships. The Civil Code provides for the legal entities under consideration the opportunity to bear civil rights and perform duties. This right may be exercised for the purposes provided by the charter of the enterprise.

Limitations

They are established in the above law. In accordance with a regulatory act, a business partnership cannot:

1. Advertise your work.
2. Issue bonds and other securities.
3. Act as a founder of other legal entities, except associations and unions.

In addition, the government may establish standards for the sufficiency of its own financial resources for companies of this type working in certain areas. The legislation sets forth the requirements for the name that the economic partnership will carry. Examples of names can be any, with the exception of those that are not allowed by law. The name must be indicated in full. The phrase "economic partnership" is necessarily included in it.

A responsibility

Features of the economic partnership are as follows:

1. The company is liable only for its own obligations and is not liable for the debts of its members.
2. The agreements that an economic partnership concludes with creditors acting as business entities may include special conditions.In particular, agreements may provide for the possibility of full or partial termination of obligations. This is allowed upon the occurrence of the conditions specified in the contract, from which the corresponding obligations proceed. Such an opportunity, for example, is not provided for in Law on LLC.
3. If, in the absence or insufficiency of property, the partnership requires collection exclusive rights on products of intellectual activity owned by the company, one, several or all of its members may partially or fully fulfill them.

Important point

In the event that the performance of obligations to creditors on behalf of the partnership is carried out by one or more of its participants, the consent of the remaining members is required. The agreement may stipulate the need for coordination with other persons. In such cases, the participants in the partnership must notify the creditors in writing of their intentions. This is done within three days before the end date of the period in which the obligation is to be fulfilled. At the same time, the creditor cannot refuse to pay off one or several participants of the existing debt. The conditions and procedure in accordance with which the fulfillment of obligations will be carried out are established in a separate agreement. It is between the creditor and the participant paying off the debt.

Any party is given the right to submit the disagreements arising from the failure to reach such an agreement to the court. In this case, the conditions and procedure for repayment of obligations are determined by the decision of the authorized instance. In this case, before the entry into force of the court judgment, recovery of the products of intellectual activity in case of insufficient property of the partnership for paying debts is not applied.

Additional features

In case of evasion or delay by the creditor from accepting execution by a court decision or agreement, if it is expressed in the payment of funds or the transfer of bonds or other securities, participants who repay the obligations may deposit the outstanding amount. Subsequently, they may present a recourse to the company. If a business partnership is declared bankrupt or liquidated, the persons who repaid the obligations have the advantage of obtaining exclusive rights to the products of intellectual work at the expense of the property remaining at the enterprise after payment of all debts to creditors.

Subjects

Legal entities or other citizens may be participants in business partnerships. Federal law may establish a ban or restriction on the membership of certain categories of individuals or legal entities. One entity cannot create a business partnership. Participants have certain rights and obligations. When reducing the number of members to one, the company is subject to reorganization in accordance with the relevant law or liquidation. The latter is carried out in judicial proceedings at the request of the authority authorized to register legal entities, interested entities, other structures with the right to make such claims. Legislation limits the number of members to 50. If this limit is exceeded, the economic partnership should be transformed into a joint-stock company within 12 months. If this is not done or the number of members does not decrease, the company is subject to liquidation.

Legal capabilities of entities and their responsibilities

Partnership participants can:

1. Carry out enterprise administration. Management is carried out in proportion to shares in the share capital, unless otherwise provided in the agreement or legislation. Removal of all members from administrative work is not allowed.
2. Receive information on partnership activities, get acquainted with financial statements and other documentation. The waiver of this right, its restriction, including those established by agreement, shall be considered null and void.
3. To sell or otherwise alienate their share in the joint capital to one or several members of the enterprise or to another person, unless otherwise provided by the contract.
4. Receive a portion of the property that remains after settlement with creditors upon liquidation of the company.
5. To withdraw from the partnership upon declaring refusal to participate in it, if this possibility is provided for in the agreement. Entities may also require the acquisition by the company, its members or other persons of the shares belonging to them in the cases established by the contract.

Partnership participants must:

1. To make contributions to the joint-stock capital in the manner, terms and in the amounts established in the agreement.
2. Do not disclose confidential information regarding the operation of the company.

Agreement

The activities of economic partnerships are carried out on the basis of the charter and contract. The agreement must include:

1. Terms on the terms, composition, procedure for making and the size of contributions of members to the joint capital, as well as the rules for changing shares in it.
2. Information on the subject of the company.
3. Responsibility of company members in case of violation of their duties.
4. Conditions under which confidentiality of information is ensured.
5. Procedure for resolving probable disputes between parties to an agreement.

Special conditions

Additionally, the contract may provide for:

1. The rights of partnership members to disproportionate amounts of their shares in capital, participation in administration. Among them, among other things, the ability to veto a number of issues may be established.
2. A separate procedure for disproportionate participation in covering costs related to the operation of the enterprise in the distribution of its profits.
3. Restrictions on the right to free alienation of shares in capital, including conditions for repeated or lump-sum use or non-use of the possibility of preemptive acquisition.
4. Conditions regarding the termination of membership or the inclusion of new entities in the membership.
5. The procedure, terms and grounds for involving other legal entities and citizens in the work of the company.
6. Provisions on the special rights of partnership members upon withdrawal from it depending on the occurrence or non-occurrence of certain conditions.
7. The amount of compensation or remuneration during the performance by subjects of their duties.
8. The procedure and grounds for the partnership acquiring a member’s share at its request and so on.

The specifics of concluding an agreement

All parties to the partnership should act as parties to the contract. Non-members may also enter into an agreement. The document is in writing. All changes that are made to it must be notarized. The agreement is kept by a notary public at the location of the partnership. Its conditions come into force from the moment the contract is certified. The agreement and amendments to it are not subject to state registration. Information present in the documents is not entered in the register. On issues related to changes to the agreement, including those related to the adoption of new participants, a vote is being taken. Each member of the partnership has only one vote. He does not depend on the share that belongs to him, and the conditions provided for in the contract. The alienation of the rights of participants in a partnership regarding changes to the terms of the agreement is unacceptable.

Violation of conditions

Regardless of the application of liability measures, failure to comply with the provisions of the agreement:

1. It does not exclude the rights of the parties to demand coercion to implement the terms of the contract by the participant who violated them in a judicial or other legal or contractual procedure.
2. May act as the basis for invalidating the decisions of the administrative apparatus of the company. This is allowed if such a condition is provided for in the agreement.
3. It can serve as a basis for recognition by a court of invalidity of transactions concluded by a partnership or its participant, if it was knowingly aware of restrictions on their implementation.

Company Creation

The decision to form a partnership is made at a meeting of the founders. It is written in writing and contains the results:

1. Voting on the issues raised.
2. Conclusion of an agreement.
3. Election of the administrative bodies of the partnership, if their creation is provided for by the contract or is mandatory in accordance with the law.

During the formation of the company, an auditor is approved. It can be either a private person or a company that meets the requirements of federal law No. 307. The election of the administration and approval of the auditor are carried out by unanimous decision of the founders.

Charter

He acts as constituent instrument and signed by all the founders of the partnership. The charter should include information about:

1. Full name of the company.
2. Types and purposes of partnership activities.
3. Location.
4. The total size and composition of capital.
5. The procedure for storage of documentation, license number, location of a notary public who certifies and stores the agreement and amendments to it.
6. The presence or absence of an agreement on management, participation or non-participation in it of the partnership itself.
7. The term and procedure for the election of the executive sole body, the rules of its functioning, decision-making.

At the request of any member, auditor or interested person, the company must provide an opportunity to familiarize themselves with the contents of the charter and its changes within a reasonable time. At the request of the participant, the partnership is obliged to give him a copy of the charter and agreement. This action may incur a fee. However, it should not be higher than the costs incurred in making copies. Changes to the charter are made by unanimous decision of the company participants. They must be registered in the manner prescribed by Law No. 129. Only after carrying out this procedure, the changes become legal.

Membership Termination

If the participant violates the obligations that are assigned to him in accordance with the law governing the work of business partnerships or an agreement, or if the entity significantly complicates / makes impossible the company's activity, the rest of the members are entitled to demand his exclusion from the membership. This is usually done in court. An out-of-court procedure for the exclusion of an unscrupulous partner in a partnership is allowed by unanimous decision of the remaining members only if he does not fulfill the obligation to make (initial or subsequent) a contribution (or part thereof) to the capital on time. The decision to exclude the entity from the company may be appealed to them in court. Termination of membership on the grounds not provided for in law is not allowed.