Business partnerships and societies. Features, forms, types, legal status of business partnerships

Business partnerships, societies, production cooperatives are associations of entities and their property. They are created to carry out various business activities. Let's consider them in more detail.

General information

A business company, business partnership, cooperative is created to implement a specific economic goal. Management in any of the associations is carried out by the general meeting. It acts as the highest administrative authority. Cooperatives and business partnerships differ in the way income is distributed. Firstly, it is carried out on the labor contribution of each member, and secondly, depending on the size of the contribution or share. Business partnerships and companies get property that is obtained in the course of their activities. Common to these associations is that the share (authorized) capital is divided into shares. Each of them belongs to a certain participant. The degree of participation in the distribution of final profit will depend on the size of the share. Business partnerships and companies are formed according to various rules. The formation of associations is established in the Civil Code, as well as federal laws. Let us further consider the features of a business partnership.

HT specificity

Business partnerships are commercial organizations. They are formed by two or more persons for the implementation of joint business activities. Such a union cannot be created by one entity. The participants are only commercial organizations and entrepreneurs. State structures and local authorities cannot be members of these associations, unless otherwise provided by law. The legal status of business partnerships is established in the Civil Code and the corresponding Federal Law.

Members

They have certain capabilities and responsibilities. In particular, they are entitled to:

1. To one degree or another participate in the administrative work of the association.
2. Receive information about the activities of the enterprise.
3. Participate in the distribution of income.
4. Receive part of the property remaining after settlements with creditors during liquidation.

Participants are required to make contributions to the authorized capital in the amount and manner established constituent documents and not to disclose confidential information regarding the work of the association.

Forms of business partnerships

The associations in question are contractual. That is, they are created on the basis of an agreement between the participants. The legislation provides for the following types of business partnerships:

1. Limited associations. In them, together with participants who carry out entrepreneurial activities and answer their own property for the obligations of the partnership, one or more investors are present. The latter bear risks related to the activities of the association, within the limits of the amount of their contributions. Investors do not participate in the entrepreneurial activities of the enterprise.
2. Full business partnerships. Business management in such associations can be carried out either by each participant (while the consent of the rest is not required), or by all members jointly, or by one or more entities authorized by the constituent documentation.

A responsibility

Full business partnerships are characterized in that in them the distribution of losses and profits is carried out in accordance with the share of the participant in the capital. Despite the protection of the interests of creditors by the property liability of the members of the association, they are liable for the obligations subsidiary. In this case, the creditor in case of insufficiency of the property of the enterprise may submit a claim to all participants at the same time or to one of them. Subsidiary liability is, therefore, joint and additional to the obligations of the association itself.

Share management

A full partnership participant may withdraw from it at any time. At the same time, he declares refusal of further membership at least six months before the actual release date. Upon disposal, the participant is entitled to pay the value of part of the property of the association, equal to its share in the capital. By agreement, it may be issued in kind, not in cash. A participant can exchange, sell, donate his share in the capital to another member of the association or to a third party. To carry out this transaction, he must obtain the consent of other partners.

Features of liquidation

The legal status of business partnerships implies the presence of more than one member in an association. If one participant remains in it, it is subject to liquidation. At the same time, he is given a period of six months to transform the association. It can be reorganized into any business company. The legislation also provides general grounds for the liquidation of an association. It is carried out in accordance with the established procedure with the creation of a commission, drawing up a balance sheet, settlements with creditors and members of the company.

Control

Administration features are defined in the Civil Code. The legislation establishes that the adoption of certain management decisions is carried out by agreement of all members of the association. Business partnerships differ in that, regardless of the size of the contribution, each member has only one vote. Together with this memorandum of association, exceptions to this rule may be established.

Mandatory Requirements

They relate to the memorandum of association and the name of the association, as well as the participation of the entity in other partnerships. The agreement must contain information on the size and composition of capital, the procedure and amount of changes in the shares of members. The contract spells out the terms, rules, amount of contributions, as well as stipulates cases of prosecution for violation of obligations to make deposits. Business partnerships must have a company name. The legislation establishes the rules in accordance with which the name of the association is chosen. To individualize the enterprise and its members, it must contain the names or names of all participants or one or more members with the addition of the phrase "and company". In addition, the name must include "business partnership". The individual property liability of each member of the association stipulates a ban on his participation in other same legal entities.

findings

Given the above information, we can formulate the main features that commercial partnerships possess:

1. The foundation agreement is the basis for the formation and implementation of the activities of the association.
2. Business companies do not have a charter.
3. Entrepreneurship is carried out by participants. This position determines the specifics of the subject composition. The partnership may be attended only by commercial enterprises and entrepreneurs.
4. Responsibility for the obligations of the association, except for himself, is borne by its participants.
5. A full partnership is a commercial enterprise.This means that it is formed for entrepreneurial activity.

Limited associations

They are also referred to as partnerships on faith. These associations are created and work also on the basis of a memorandum of association. It is signed only by full comrades. The contract does not indicate the amount of the contribution of each investor, but sets the total amount of their contributions. The legal status of full partners, their authority to conduct business and manage a limited partnership are similar to those established for participants in a full business partnership.

Commando Features

The contributor may:

1. Receive part of the partnership’s income, which is its share in the capital.
2. Get to know the balance sheets and reporting documents.
3. To leave the partnership, having received his contribution or transferring his share to a third party or to another limited partner.

In the latter case, certain restrictions apply. In particular, when a depositor leaves the partnership, he does not receive a share in the property, but only the contribution made by him. Moreover, in case of liquidation of the association, the commandant has an advantage over the participants. He gets his share first after settling with creditors. In addition, the investor is allowed to distribute the liquidation quota together with full partners. A union of this type can exist only if at least one commandant is present in it. Accordingly, in the event of the withdrawal of all investors from the partnership, it must be liquidated or transformed.

LLC, ODO, JSC

Such associations are forms of economic society. An LLC is established by one or more entities. The authorized capital is divided into shares of a certain size. Their value is established by the constituent documentation. Obligations and rights of participants in the LLC are formulated in the charter and the contract. Additional liability company can also be created by one or more persons. Its authorized capital is divided into parts according to the sizes provided for in the constituent documentation. Participants of ODL bear subsidiary responsibility jointly and severally.

They are liable for the obligations of the union with their own property in the same amount. It is a multiple of the value of their contributions. The authorized capital of ALC cannot be less than one hundred times the size of the minimum wage. In this regard, such a company has great potential for guaranteeing the interests of creditors. AO is an association whose authorized capital is divided into a specific number of shares. Securities certify the binding rights of its participants. The creation of AO is carried out according to the constituent order. However, the Federal Law "On Joint-Stock Companies" provides for special and general rules for their formation. Particular attention in this normative act is given to the creation of AOs through reorganization and transformation.

Founders

Both citizens and legal entities can act as them. The number of founders in a joint-stock company cannot be more than 50. They cannot be state bodies, as well as local government structures, unless otherwise provided by law. The acquisition of the rights of a legal entity coincides with the moment of state registration of AO.

Key Points

The minimum amount of capital is established by law. For open joint-stock companies, it is not less than 1000-fold, and for closed AOs, it is not less than a hundred times the minimum wage, determined by the Federal Law at the time of registration of the association. CJSC and OJSC differ not only in the size of the authorized capital. In these societies, the subject composition and status of participants is different. A closed company is deemed to be closed, whose securities are distributed only between the founders and among persons included in the circle indicated in advance. CJSC participants have the preemptive right to purchase shares that are sold by other shareholders. This provision is established in Art. 997, part 2 of the Civil Code.

Management competence

AO is characterized by a three-link management structure. It includes:

1. General meeting.
2. Supervisory Board (Board of Directors). It is formed without fail in societies with more than 50 participants.
3. Executive agency. It can be collective or individual.

The general meeting decides on:

1. Liquidation / reorganization of a company.
2. Decrease / increase of the authorized capital.
3. The formation of the executive apparatus.
4. Approval of balance sheets, annual reports, loss and profit accounts, distribution of income and expenses and so on.

The competence of the board of directors includes the overall management of the association. The only exceptions are issues that relate to the conduct of the general meeting. The executive body manages the current activities of the enterprise. The participants are not liable for the obligations of the JSC and bear the risks associated with their activities within the limits of their shares.

Other associations

In addition to the above companies, there are affiliates and subsidiaries. The latter include such associations, the decisions of which are determined by another main partnership or company. This phenomenon occurs due to the predominant participation of the latter in the authorized capital of a subsidiary, on the basis of an agreement concluded between them or for other reasons. The main company has the right to give binding instructions. Moreover, the subsidiary is not liable for its debt. The main company is jointly and severally liable for transactions concluded by the reporting entity in accordance with the instructions received. If the subsidiary is insolvent due to a higher fault, the latter is liable subsidiary for the debts of the former. A association is deemed to be dependent in which 20% of the voting shares of AO or 20% of the charter capital of an LLC belongs to another company. The boundaries of mutual participation, the number of votes that one legal entity can use at a general meeting, are established by law.