Business partnerships and companies. Legislation regulating activities

An association of business participants, partners for a joint business is called a partnership. Participation of partners in a partnership is usually confirmed by a written agreement or contract. For a closer and stronger alliance, the partnership is formalized as an enterprise. The partnership allows you to combine not only efforts, but also the capital of its participants.

Business partnerships are a commercial organization, i.e. making a profit is the main goal of their activities.

Persons who create a business partnership are called its founders. Each of them makes a certain contribution to the partnership and becomes a member of it. The initial contribution is called the authorized, or joint capital.

Participants in business partnerships have the right to participate in the management of affairs, receive information about the activities of the partnership, familiarize themselves with its documentation, take part in the distribution of profits, and receive, upon liquidation of the partnership, a part of the property remaining after settlements with creditors, or the monetary equivalent of the value.

At the same time, participants in business partnerships have a number of obligations to the organizations of which they are members. Participants are obliged to comply with the requirements of the constituent documents, timely and fully make the stipulated contributions, contributions, keep commercial secrets, and not disclose confidential information. The property of partnerships includes fixed assets (buildings, structures, equipment) in the ownership, use and disposal of the partnership and working capital(stocks of raw materials, materials, finished products, work in progress, other inventory), cash, as well as other values.

Partnerships that do not have the status of a legal entity are not independent entities in the sense that they are not legally formalized as a single firm with its own name and charter, separate property. It is an alliance of equal persons based on an agreement, a treaty. Each of these persons acts not as an employee of the company, but as a participant in a common business, responsible for his fate with his personal property.

Depending on the type of property liability of its participants, partnerships are divided into two main types: full business partnerships and limited business partnerships (limited partnerships).

Full business partnership - a form of business, the participants of which (general partners), in accordance with the agreement concluded with them, are engaged in entrepreneurial activity on behalf of the company and are responsible for its obligations with property belonging to them.

The firm name of a full partnership must contain either the names (names) of all its participants and the words "full partnership", or the name (name) of one or more participants with the addition of the words "and company" or a full partnership. "

A general partnership is created and operates on the basis of a memorandum of association, which must be signed by all participants. The management of the activities of a full partnership is carried out by the general agreement of all participants. Each participant in a full partnership has one vote, unless the memorandum of association provides for a different procedure for determining the number of votes of its participants.

The profits and losses of a full partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent or other agreement of the participants.

An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed. Features of a full partnership:

· The entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity;

· In the event of a lack of property of the partnership to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants (or all of them together). Therefore, the activities of the partnership are based on personal and trusting relationships of all its participants, the loss or change of which entails its termination. Commercial practice has shown that such partnerships often become a form of family business;

· Any of the participants in a full partnership is engaged in entrepreneurial activities on behalf of the partnership as a whole, therefore, for the creation and functioning of a full partnership, a charter that defines the competence of its bodies is not required. The only constituent document of such a commercial organization is the memorandum of association.

Business partnership on faith (limited partnership) - a partnership in which, along with the participants performing on behalf of the partnership entrepreneurial activity and liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership within the amount of their contributions and do not take part in the implementation of entrepreneurial activities.

The firm name must contain the words: "limited partnership" or "limited partnership".

Business limited partnership is a type of full partnership and has the following features:

· Consists of two groups of participants - general comrades and contributors.

· Inclusion of the depositor in the firm name of a limited partnership automatically leads to its transformation into a full depositor, primarily in the sense of unlimited and joint and several liability with his personal property for partnership affairs;

· Investors are not entitled to participate in managing the affairs of a limited partnership and to act on its behalf, but have the right to familiarize themselves with its financial activities.

Investors have property rights related to their contribution to the property of the partnership:

ü the right to receive the part of the partnership's profit due to their share;

ü the depositors retain the possibility of free exit from the partnership with the receipt of their contribution;

ü the investor can transfer his share or part of it to either another investor or to a third party, while the consent of the partnership or general partners is not required;

ü in the event of liquidation of a limited partnership, the investors have a preferential right over the general partners to receive their contributions or their cash equivalent from the property of the partnership after satisfying the claims of other creditors.

Benefits of a full partnership :

Possibility of accumulation significant funds in relatively short time;

· Each member of a general partnership has the right to engage in entrepreneurial activities on behalf of the partnership on an equal basis with others;

· General partnerships are more attractive to creditors, since their members bear unlimited liability for the obligations of the partnership.

Disadvantages of a full partnership :

· There must be a special trusting relationship between general comrades, otherwise the disintegration of this organization may quickly occur;

· A general partnership cannot be a “one-person company”;

· Each member of a general partnership bears full and joint and several unlimited liability for the obligations of this organization, i.e. in the event of bankruptcy, each member is liable not only with his own contribution, but also with his personal property.

General limited partnerships have the same advantages and disadvantages as general partnerships. Their additional advantage is that in order to increase their capital they can attract depositors' funds; general partnerships do not have such an opportunity.

Individual entrepreneurs and (or) commercial organizations can combine their contributions and jointly act to make a profit or achieve another goal that does not contradict the law, without forming a legal entity. Such a union is called simple partnership ... The document confirming its existence, defining the goals, rights, responsibilities and obligations of the participants, is the Agreement on joint activities.

All that they contribute to the common cause (including money, other property, and also business reputation and business connections).

The monetary value of all deposits is made by agreement between the partners.

The property contributed by the partners, which they possessed on the basis of ownership rights, as well as the products produced as a result of joint activities and the income received from such activities are recognized as their joint shared property.

Business partnership Is an association of two or more partners with the aim of organizing joint business activities, participation in which in mandatory sealed or by written agreement.

Signs of business partnerships

Business partnerships characterized by the following features:

• Deposits are divided into shares by the contributed capital;
• All property acquired or produced belongs to the partnership;
• The supreme body is the meeting of participants;
• A business partnership is considered as an association of persons, which implies personal participation in the affairs of the partnership;
• State bodies and municipal bodies are not entitled to participate in business partnerships;

Forms of business partnerships. Full partnership

Business partnerships are created in the form of a full partnership or limited partnership (limited partnership).

Article 66 of the Civil Code of the Russian Federation establishes common signs for business partnerships ─ the partnership is a commercial organization, the contributed capital of business partnerships is divided into contributions.

Article 69 of the Civil Code of the Russian Federation specifies an economic general partnership in more detail:

• purpose ─ doing business;
• the participants act on behalf of the partnership in accordance with the constituent agreement concluded between them;
• participants are responsible for the obligations of the partnership with their property.

These signs of a business partnership are supplemented by Article 75 of the Civil Code of the Russian Federation, which establishes that everyone who is part of a full business partnership jointly bear subsidiary liability for the obligations of the partnership.

Types of business partnerships

Civil law currently distinguishes 2 types of business partnerships: general partnerships and limited partnerships.

Article 66 "Basic provisions on business partnerships and companies" of the Civil Code of the Russian Federation establishes that business partnerships can be created in the legal form of a full partnership or limited partnership (limited partnership).

General partnership (simple)

Limited partnership (limited partnership)

Limited partnership- a legal entity in which, in addition to participants carrying out entrepreneurial activities on behalf of the partnership and who are responsible for its obligations with their property, there are one or more participants in contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities from the name of the partnership. The general partnership rules apply to a limited partnership.

The management of the affairs of a limited partnership is carried out by general partners. Investors are not entitled to participate in the affairs of the partnership and challenge its decisions. The investor has the right to receive part of the profits from the partnership's affairs, to get acquainted with the partnership's annual reports, and to leave the partnership at the end of the financial year.

A limited partnership is liquidated in the event of the retirement of all contributors, but general partners are entitled to believe in a general partnership.

Members of business partnerships

Members of business partnerships may be citizens legal entities, public law formations, individual entrepreneurs, commercial organizations.

Participants in a general business partnership and general partners in a limited partnership are individual entrepreneurs and commercial organizations.

Contributors to limited partnerships can be citizens and legal entities, as well as public law entities.

Legislation may prohibit or restrict the participation of certain categories of persons in business partnerships and companies. Thus, the Federal Law of 12.01.1996 No. 7-FZ "On Non-Profit Organizations" establishes that "A state institution does not have the right to act as a founder (participant) of legal entities."

State bodies and bodies of local self-government are not entitled to participate on their own behalf in business partnerships and companies.

A business partnership has the right to be a founder (participant) of other business partnerships and companies, with the exception of cases provided for by law.

Management in business partnerships

In a full partnership and limited partnership, management is carried out in the manner prescribed by Articles 71 and 84 of the Civil Code of the Russian Federation by the general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership or not, has the right to receive all information about the activities of the partnership and to get acquainted with all the documentation on the conduct of business.

The management of a limited partnership is carried out by general partners. Its order is established by them in accordance with the rules of the Civil Code of the Russian Federation on full partnership.

Investors are not entitled to participate in the management and conduct of the business of a limited partnership, to challenge the actions of general partners in the management and conduct of the business of the partnership, to act on its behalf otherwise than by power of attorney.

Transformation and liquidation of business partnerships

Various types of business partnerships and companies can be transformed into business partnerships and companies of a different type.

In particular, according to the decision general meeting participants, business partnerships can be transformed into production cooperatives.

Business partnerships and companies cannot be reorganized into non-profit organizations or to unitary commercial organizations.

When a partnership is reorganized into a company, each general partner who has become a participant (shareholder) of the company, within two years, bears subsidiary liability with all of its property for the obligations transferred to the company from the partnership.

A general partnership may be liquidated by a decision of its founders (participants) or a body of a legal entity authorized by the constituent document, by a court decision, in the case when the only participant remains in the partnership. Left alone, he has the right, within six months, to transform such a partnership into economical society.

The liquidation of a limited partnership takes place upon the retirement of all the contributors who participated in it. The general partners have the right to transform it into a general partnership.

In the event of the liquidation of a limited partnership, including if there has been bankruptcy, the investors have a preferential right over the general partners to receive contributions from the property of the partnership remaining after the creditors' claims have been satisfied.

Authorized capital of a business partnership

What should be authorized capital business partnerships are indicated in the memorandum of association. The founding agreement of a full partnership contains conditions on the size and composition of the partnership's contributed capital, the amount and procedure for changing the shares of each of its participants.

A participant in a full partnership is obliged to make at least half of his contribution to the contributed capital of the partnership before his state registration... The remainder is paid within the time frame established by the memorandum of association.

The founding agreement of a limited partnership contains conditions on the size and composition of the contributed capital of the partnership; on the amount and procedure for changing the shares of each of the general partners; on the aggregate amount of deposits made by depositors.

A participant in a full partnership has the right, with the consent of the rest of its participants, to transfer his share in the pooled capital or part of it to another participant in the partnership or to a third party.

The investor of a limited partnership is obliged to contribute to the contributed capital. He also has the right to transfer his share or part of the share in the pooled capital to another investor or third party.

Civil law Russian Federation provides for various organizational and legal forms of entrepreneurial activity. One of them is business partnerships. Today they occupy an important place in the mechanism of civil law regulation. Business partnerships in the Russian Federation are one of the ways to direct the creative energy of citizens to the development of a market economy with maximum consideration for the interests of all members of society.

Collective economic activity individuals and legal entities on the territory of the Russian Federation most often takes the form of a business partnership or society. The key similarity of these legal entities is that their property is divided into the contributions of the founders and formed in certain shares. However, between different kinds these legal entities have their own differences, which make it possible to more accurately determine the nature and purpose of the existence of organizations.

Definition

Business partnership Is a union individuals, the main purpose of which is to make a profit. Company property is owned by the entire organization. The partnership can be full and limited. All members of the society are responsible for the debts of their organization own property... At the same time, in a limited partnership there are general comrades who have the right to manage, and limited partners (investors) who are deprived of such a right.

Economical society Is a commercial organization that owns equity property (capital), divided by contributions from participants. A legal entity conducts economic activities aimed at making a profit. The organization can take the form of a company with additional (ALC) or limited (LLC) liability, closed or open joint stock company(JSC or JSC). Members of a legal entity are liable for the company's debts only within the limits of their contributions.

Comparison

There are several fundamental differences between business companies and partnerships. They were formed by virtue of certain traditions and are enshrined in regulatory legal acts... Firstly, it concerns the participants legal entities... Organizations and citizens can be members of an LLC, OJSC or ALC, with the exception of a number of restrictions. Only private entrepreneurs or business entities can participate in the partnership. Secondly, there is a difference in securing the debts of a legal entity. For the obligations of the partnership, the participants are responsible with all their own property, for the debts of the economic society - only within the limits of their share.

There is also a difference in approaches to managing an organization, the freedom to exit from it. Your share in LLC, OJSC or ODO can be freely sold, donated, transferred. If we are talking about a business partnership, then, in the general case, only compensation is provided in case of withdrawal. Members of a full partnership may alienate their share only with the consent of other members of the organization.

Conclusions site

1. The composition of the legal entity. In a partnership, commercial organizations (private entrepreneurs and firms) can be represented, in a business society - any individuals and legal entities (within the framework of the law).
2. Control. The partnership is managed by its members by convening a general meeting, the economic society creates its own administration.
3. Responsibility of members. For the debts of the partnership, its participants are responsible with their own property. Members of a business company only incur losses within the limits of their contribution in the event of unprofitable activities of the enterprise.
4. Alienation of a share. A joint-stock company (with the exception of CJSC) assumes free disposal of shares or its part of the property. Exit from an economic partnership is much more difficult and sometimes can only consist in obtaining a share of its property.

Business partnerships and companies (Scheme 2.2) are commercial organizations with authorized (joint-stock) capital divided into shares (contributions) of founders (participants). In European countries and Japan, economic societies and their associations are referred to as companies, in the USA - corporations.

The property created at the expense of the contributions of the founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it by right of ownership. In some cases, a business company can be created by one person, who becomes its only participant.

Business partnerships can be created in the form full partnership and limited partnership (limited partnership).

Business companies can be created in form of a joint stock company, a limited company or with additional responsibility.

Business partnerships

The organization of business partnerships and the organization of their activities established by the Civil Code of the Russian Federation are presented in schemes 2.5 and 2.6.

From point of view commercial activities it is important to note the following features of business partnerships:

• o general partners conduct entrepreneurial activities on behalf of the partnership, but a different procedure for doing business may be established by the memorandum of association;
• o contributing participants (limited partners) do not participate in entrepreneurial activities and in the management of the partnership;
• o full comrades carry responsibility with all property belonging to them, contributing members bear the risk of losses only within the limits of their contributions;
• o profits and losses of both a general partnership and a limited partnership are distributed among the general partners in proportion to their shares in the contributed capital or in accordance with the terms of the agreement (agreement) between the participants. The investor participant has the right to receive a part of the profit due to his share, in the manner prescribed by the memorandum of association (which is signed by all general comrades).

Let us dwell in more detail on the responsibility of the participants in a full partnership. The legislative norm providing for unlimited joint and several liability of general partners is established in the interests of the participants

Scheme 2.5.

Scheme 2.6.

property turnover and cannot be canceled or limited by the contract.

Unlimited liability participants in a full partnership for its debts makes it very attractive to potential counterparties, and also increases the reliability and creditworthiness of the partnership in the eyes of other participants in property turnover. Let's consider the main issues related to this responsibility.

For the debts of the partnership, the partnership itself is primarily responsible as an independent subject of law, which has its own property. That's why the property of a partnership cannot be subject to collection for the debts of individual partners.

At the same time, a general partnership is an association of persons, from whose contributions the capital of the partnership itself is created. The participants in the partnership derive profit from the use of this capital, directly participating in the affairs of the partnership, and also bear additional (subsidiary) liability for its debts. That's why the share of a participant in the property of the partnership may be enforced by personal creditors in the event of a lack of other property of the partner to cover debts.

Thus, a creditor of a participant in a full partnership cannot foreclose on the private debts of a participant on the property of a full partnership, however, he can foreclose on the share of his debtor in this property, demanding the allocation of part of the property of the partnership.

The share of the property to be allocated or its value is determined according to the balance sheet drawn up at the time the creditors presented the claim for the allocation. Levy of execution on property corresponding to the share of a participant in the contributed capital of a full partnership terminates his participation in the partnership. However, during the next two years, he will be responsible but the debts of the partnership (Article 80 of the Civil Code of the Russian Federation).

If such a participant has transferred any property to the partnership on the right of use, then this property can be foreclosed on its debts, since it is not the property of the partnership, but of the partner who contributed it. If such property is sufficient to satisfy the claims of the creditor, then the creditor does not have the right to demand also the allocation of the share of such a participant.

It should be noted that a person entering the partnership after its formation is liable on an equal footing with the founders of the partnership, including for those obligations that arose before joining the partnership. Such responsibility lies with him and in the event that he, joining the partnership, not knowing about certain obligations lying on the partnership, and even if these obligations were deliberately hidden from him. In the latter case, this partner has the right, in addition to a general recourse action against the other partners, to bring a claim against them for losses incurred as a result of misleading him.

If the participant pays the debt of the partnership, he has the right to reclaim the other participants in proportion to the share of each of them in the losses of the partnership. This participation share must be specified in the contract. If there is no such indication, then the debtor who has fulfilled the joint and several obligation has the right to reclaim the remaining debtors in equal shares, unless otherwise provided by law or contract. Unpaid by one of the co-debtors falls in equal shares on all the others.

In accordance with paragraph 2 of Art. 75 of the Civil Code of the Russian Federation, a participant who retired from the partnership is responsible for the partnership's debts within two years from the date of approval of the report on the activities of the partnership for the year in which he retired. The responsibility of the retired partner remains the same as if he remained in the partnership, that is, unlimited and joint and several. It applies not only to obligations arising during his stay in the partnership, but also to those obligations that arise during the entire time during which he will remain responsible.

The comrades bear joint and several liability for all the obligations of a full partnership, no matter what the grounds for these obligations arise(transactions, offenses, unjust enrichment). In addition, the partners bear the same responsibility for obligations arising from transactions concluded by any of the partners, even if not on behalf of the partnership, but in its interests.

Business partnership - it is a commercial organization with a charter capital divided into shares of founders, based on an agreement of participants, who are united by certain funds and personal efforts belonging to them to achieve the set commercial goal.

The activities of business partnerships are regulated: Art. Art. 63 - 85 of the Civil Code, Decree No. 1.

Business partnerships are independent participants in economic relations. The purpose of the activity is to make a profit from economic activity.

The Civil Code of the Republic of Belarus provides for two types of business partnerships:

1) full partnerships;

2) limited partnerships.

Features of business partnerships:

1) participants must participate in the affairs of the partnership not only with their property, but also with mandatory personal participation in the activities;

2) the relationship between the participants is of a personal and confidential nature;

3) participants cannot participate in other business partnerships or business companies;

4) a contribution to property can be money, securities, other things or property rights that have a monetary value.

The firm name of a full partnership must contain the names (names) of all its participants, as well as the words “full partnership”, or the name of one or more participants with the addition of the words “and company” and the words “full partnership” (For example, General partnership “Ivanov and company "). When one of the partners leaves, changes must be made to the corporate name.

According to Art. 67 of the Civil Code, the constituent document of a business partnership, on the basis of which it is created and operates, is the constituent agreement, which is signed by all its participants. It must contain information defined by the norms of clause 2 of Art. 48 of the Civil Code, clause 2, Article 67 of the Civil Code and other information specified by law.

Obligations of the participants:

1) are obliged to make contributions in the manner, amount, methods and within the time frame provided for by the constituent documents;

2) not to disclose confidential information about the activities of business partnerships.

3) fulfill other obligations imposed by legislation.

Participant rights:

1) participate in the management of business partnerships;

2) receive information about the activities of business partnerships and get acquainted with accounting and other documentation in the amount and in the manner prescribed by the constituent documents;

3) take part in the distribution of profits;

4) receive, in the event of liquidation, a part of the property.

Full partnership - a commercial organization, the participants of which, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

Participants of a business partnership - general comrades - they can be individual entrepreneurs and commercial organizations, the minimum number of participants is 2, the maximum number is not limited.

Duties of General Companions:

1) are obliged to participate in the activities of business partnerships in accordance with the memorandum of association;

2) does not have the right to conclude transactions on its own behalf and in its own interests or the interests of third parties without the consent of other participants;

3) is obliged to make at least half of his contribution to the statutory fund by the time of registration, the rest within the terms established by the constituent agreement, but not later than one year from the date of registration of business partnerships.

Activity management is carried out by the general agreement of all participants, or by a majority of votes, if such a method is provided for by u.d.

Responsibility - the participants jointly and severally bear subsidiary responsibility with their property for the obligations of the partnership. Withdrawal from the partnership does not immediately terminate the joint joint joint venture. Participants, the retired participant is responsible for the obligations of the partnership that arose before the moment of its retirement, on an equal basis with the remaining ones within 2 years from the date of approval of the report on the activities of Comrade. for the year in which he left Comrade.

The procedure for the formation of the statutory fund - as of the date of state registration, the statutory fund must be formed in the amount determined by the memorandum of association.

Profits and losses are distributed among the partners in proportion to their shares in the authorized capital. A different procedure may be provided for by the memorandum of association or other agreement of the participants.

Grounds for reorganization and liquidation - if only 1 participant remains in the partnership, it can be transformed into a unitary enterprise or liquidated.

Limited partnership - this is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with all their property, there are one or more participants who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not accept participation in the implementation of entrepreneurial activities by the partnership.

Participants - the composition includes general comrades and contributors (limited partners).

Full partners can be entrepreneurs and (or) commercial organizations, limited partners can be individuals and legal entities.

Limited partnerships are created and operate on the basis of the memorandum of association. The rules on full partnership apply to them.

Rights of limited partners :

1) receive a part of the profit due to his share;

2) get acquainted with annual reports and balances;

3) at the end of the financial year, leave the partnership and receive your contribution;

4) sell his share in the statutory fund or part of it to another investor or third party.

The name contains the names (titles) of all full comrades. And the words “Kom. Product.".

W. D. depositors are not signed and contains in comparison with u.d. full comrade. Learn more about the aggregate amount of contributions made by contributors.

Liability - the general partners jointly and severally bear subsidiary liability with their property for the obligations of the partnership, and the investors bear limited liability for the losses of the partnership within the limits of the amounts contributed by their contributions.

As of the date of state registration, the statutory fund must be formed in the amount determined by the constituent agreement.

Grounds for reorganization and liquidation:

1) if only 1 participant remains in the partnership, it can be transformed into a unitary enterprise or liquidated.

2) if more than one investor remains in the limited partnership, the partnership is transformed into a full partnership

Upon leaving the limited partnership, the depositors have the right to claim only the return of their contribution.

Business companies.

Constituent documents economic society, depending on its organizational and legal form are the charter.

The charter of a business company must determine:

The name of the business entity;

Its location;

The goals of the activity, and in the cases stipulated by the legislation, the subject of the activity;

The size of the authorized capital;

The rights and obligations of the participants;

The structure, procedure for election or formation, composition and competence of its bodies;

The procedure for managing the activities of a business entity;

Management body of a business entity;

The procedure for making decisions by the management bodies, including a list of issues, decisions on which are taken by the management bodies unanimously or by a qualified majority of votes;

Conditions and procedure for distribution of profits and losses;

List of representative offices and branches;

Responsibility of the society, its participants;

Approval procedure accounting statements society, its representative offices and branches;

Grounds for the liquidation of this company by decision of its participants;

Other information provided by the legislation on business entities.

Society with limited liability a company established by one or more persons is recognized, the statutory fund of which is divided into shares of the sizes determined by the constituent documents. A limited liability company cannot have one member.

Members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the company's activities, within the value of their contributions.

The firm name of a limited liability company must contain the name of the company and the words "limited liability". The abbreviated name of a limited liability company must contain the abbreviation "LLC".

The number of participants in a limited liability company must not exceed fifty.

The constituent documents of a limited liability company are the charter approved by its founders.

The charter of a limited liability company must contain:

The size of the authorized capital;

List of participants in a limited liability company and information on the size of shares in the authorized capital of a limited liability company of each of its participants;

The size, composition, timing and procedure for making contributions by the participants of a limited liability company to the statutory fund of this company;

Liability of members of a limited liability company for violation of obligations to make contributions to the statutory fund of this company;

The composition and competence of the governing bodies of this company;

The procedure for making decisions by the company's management bodies, including a list of issues, decisions on which are taken unanimously or by a qualified majority of votes;

An indication of the body of a limited liability company, which is responsible for the establishment and liquidation of representative offices and branches of this company;

The procedure for the withdrawal of a participant in a limited liability company from this company, as well as his exclusion;

The procedure for the transfer of a share (part of a share) in the authorized capital of a limited liability company to another person.

The authorized capital of a limited liability company is made up of the value of the contributions of its members. Currently, a limited liability company independently determines the size of its statutory fund.

The statutory fund determines the minimum size of the company's property that guarantees the interests of its creditors.

The supreme governing body of a limited liability company is the general meeting of its members.

In a limited liability company, an executive body (collegial and (or) sole) is created, which carries out the current management of its activities and is accountable to the general meeting of its participants. Sole body management of the company may also be elected not from among its members.

In a limited liability company, by decision of its founders (participants), in accordance with the constituent documents, a board of directors (supervisory board) may be created.

The exclusive competence of the general meeting of participants of a limited liability company includes:

Changing the charter of the company and the size of its statutory fund;

Formation of executive bodies of the company and early termination of their powers;

Approval of annual reports and balance sheets of the company and distribution of its profits and losses;

Decision on reorganization or liquidation of the company;

Election of the auditing commission (auditor) of the company.

Issues attributed to the exclusive competence of the general meeting of members of the company cannot be transferred to them for decision by the executive body of the company.

Additional liability company a business company is recognized with the number of participants not more than fifty, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Members of such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the charter of the company, but not less than in an amount equivalent to 50 basic values, in proportion to contributions to the authorized fund.

The constituent documents of a company with additional liability may provide for a different distribution procedure additional liability between its members.

The name of an additional liability company must contain the words “additional liability company”. The abbreviated name of the additional liability company must contain the abbreviation "ALC".

The norms of legislation on a limited liability company are applied to an additional liability company, unless otherwise provided by legislative acts.

The company with additional liability has the right, after notifying the creditors, to reduce, but not less than the amount equivalent to 50 basic values, or to increase, with the consent of all participants, the amount of additional liability of its members.

The creditors of the company with additional liability shall have the right, when the amount of additional liability of the company's participants decreases, to demand the early termination or fulfillment of the corresponding obligations of such a company and compensation for losses.

Joint-stock company a business entity is recognized, the authorized capital of which is divided into a certain number of shares.

The authorized capital of a joint stock company is made up of the par value of shares.

Shareholders are not liable for the obligations of the joint-stock company and bear the risk of losses associated with the activities of this company, within the value of the shares they own.