Economic partnerships: the concept and order of organization

Despite the fact that there are a sufficient number of different organizational and legal forms of the legal entity in the Russian Federation, at the end of 2011 the Government decided to introduce another type, namely, economic partnership.

This form of enterprise, according to the idea of the legislator, was to become something between households. Partnership and household. Society and serve as an ideal option for running an innovative business. Thus, Russian citizens have the right to create economic partnership. Examples of the most suitable industries for this are the following: organizations working on applied scientific research, design activities, technical, technological innovations, etc.

The concept of economic partnership

Economic partnerships are commercial enterprises created by several persons (at least two, but not more than 50), management of which is carried out by the participants of the organization or other persons within the limits and volumes established by the partnership management agreement. Hoz. Partnership - this is one of the forms of a legal entity, legally fixed and regulated in Russia.

These companies have the opportunity to conduct their business only in those areas and only those species that are approved by the Government of the Russian Federation. In order to obtain the right to engage in some of them, partnerships are required to have a license. Participants in the economic partnership can be both private individuals and legal entities.

Legal regulation

Like any other type of activity, they are regulated by the legislation of GKRF and the relevant Federal Law. Main features and nuances of household management. Partnerships are provided for in the federal law. This law (Federal Law No. 380 "On Economic Partnerships") was adopted in December 2011, the third day.

The Government of the Russian Federation prescribes how economic partnerships should be established and managed. Civil Code of the Russian Federation in Art. 50 consolidates partnership as one of the forms of commercial organization, and in art. 65.1 clarifies that this kind of enterprise is a corporate legal entity.

FZ No. 380 defines the legal status of economic partnerships, the procedure for their establishment and management, their rights and responsibilities, the specifics of reorganization or liquidation, as well as the rights, duties and responsibilities of the partnership participants. It spells out the nuances of creating and maintaining constituent documents and stock capital.

Establishment of partnership

The establishment of an organization of such a form as an economic partnership is possible only by decision of the founders at their meeting (in full). Formation of the same firm by reorganizing another enterprise is not possible.

At the time of establishing this business, participants are required to select and appoint a partnership auditor. They can be either an organization or an individual who has the right to engage in auditing in accordance with the legislation of the Russian Federation.

Decree on the approval of households. The partnership should contain the result of the founders' vote, as well as information on the decisions they have taken (on the conclusion of a partnership agreement, election of management bodies and others).

Registration of the economic partnership is regulated by Federal Law 129 of 08.08.2001 "On state. Registration of legal entities and IP ". It is carried out by the Federal Tax Service in the terms established by law.

Partnership management bodies

Economic partnerships must necessarily elect a sole executive body and an audit commission.

The order of their formation is fixed in the partnership agreement, except for those features and nuances that are prescribed in the charter.

The sole executive body is elected by choosing one of the partners of the partnership for the period specified in the charter or for an indefinite period, if this nuance is not specified in the constituent document. All information (including information on changes) on the sole executive body is subject to state registration. Registration.

The sole executive body acts on behalf of the partnership (without a power of attorney), is responsible and has the rights prescribed in the management agreement. He has the right to issue decrees on the appointment or dismissal of employees of the organization, to encourage or fine employees.

The audit commission of the partnership (auditor) is a body that has the right to conduct regular independent audits of the partnership, its financial and economic activities. She has access to all documents. Face. The order of its activities is established by the charter of the partnership.

Only the person who is not a participant in the economic partnership can be an auditor or a commission member.

Rights of participants and partnership as a whole

ФЗ on economic partnerships (item 5 ФЗ № 380) explains and regulates the rights of participants of the legal person, namely participants have an opportunity:

• Manage partnerships;
• Receive all necessary information on the activities of the organization, including access to accounting and other documentation;
• To sell its own share in the capital of the partnership, while in the case of the sale, the remaining members of the partnership have the pre-emptive right to purchase, and all transactions are notarized;
• In case of liquidation of a legal entity, to receive a part of the property (in kind or in cash equivalent), if it remained after all settlements with creditors;
• To abandon a stake in a partnership or to demand from the partnership to redeem it.

Also, if the agreement on the management of the enterprise provides, the participants have the right to give their own share on bail.

With regard to the rights of economic partnership, the federal law on economic partnerships gives it the opportunity to possess all the civil rights and obligations that are necessary to carry out any activity permitted by the laws of the Russian Federation, unless this is contrary to the objectives of the partnership, as specified in the Charter and the agreement.

At the same time, the Federal Law prohibits partnership:

• Be a founder or participant of other enterprises (legal entities), an exception - unions or associations;
• Issue bonds or other securities;
• To advertise the activities of the organization.

Duties and responsibilities

In addition to the rights that are provided to participants in the partnership, as well as the company as a whole, the law on economic partnerships identifies their duties and responsibilities. So, participants of these firms are obliged:

• To contribute to the stock capital at the same time and in the amounts provided for by the agreement;
• Not to disclose confidential information about the work of the organization.

It is worth noting that the participants of the organization are not responsible for the obligations of the partnership, but only have a risk of possible losses related to the activities of the enterprise, within the limits of their contributions. Meanwhile, the partnership meets all of its assets on its own obligations and is not responsible for the obligations of its participants.

If the partnership does not have enough funds to settle with the creditors, the participants can voluntarily repay the debt.

If the Partnership Management Agreement prescribes the appointment of members of the partnership management, these persons are liable for losses to the organization, if they arise through their fault (action / inaction). Exceptions may be made only to the grounds or sizes of liability specified in the agreement or FZ.

Out-of-court procedures, those partners who do not contribute to the initial or subsequent contribution to the share capital on time, may be excluded, and the decision on alienation must be made unanimously. It should also be noted that if the partners of an enterprise violate their duties, which are fixed in the Federal Law, then the participants have every right to exclude it from the partnership through the court.

Charter of partnership

The constituent documents of the economic partnership are the articles of association of the enterprise and the agreement on the management of households. Partnership.

The charter of the economic partnership in accordance with Article 9 of the Federal Law No. 380 must be signed by all founders of the organization, and the document must contain information about:

• Company name (without abbreviations);
• On the types of partnerships carried out;
• On the location of the economic partnership;
• On the stock capital (its size);
• On the procedure for storing the company's documentation (information about the license number and the location of the notary, in which the partnership management agreement was certified and kept);
• On the specifics of the formation of government bodies.

The charter of a business partnership may contain other information at the discretion of its founders, if it does not contradict the law.

Any changes to the articles of association of an enterprise must be accepted unanimously by all participants (including those who are not founders) and registered.

In the event that any member of the partnership or any interested person requires the presentation of a statute for inspection, it must be implemented immediately. When requesting to issue a copy, money can be collected only in the amount that does not exceed the cost of its production.

Partnership Management Agreement

General requirements for the partnership agreement are contained in art. 6 FZ on economic partnerships. In accordance with it, the agreement can fix any information about the rights, obligations of the participants and the peculiarities of the partnership itself, which do not contradict the law and should not be contained in the charter.

The agreement on managing the economic partnership must be drafted in writing and notarized. In this case, all subsequent changes that will be made to it must also be notarized.

In this constituent document, the partnership participants are entitled to indicate the following provisions:

• Terms of formation of the share capital, terms and volumes of the shares to be contributed to it;
• Responsibility of partners that do not contribute to the share capital;
• The rights of founders who are not proportional to their contribution;
• Prohibition on alienation of a share in the capital or on its repeated purchase / sale;
• Responsibility for breach of confidentiality;
• The conditions for entering into a partnership of third parties;
• Rules for resolving various disputes between partners and other similar provisions.

Unlike the charter, the agreement is not a public document. And it is brought to public view only with the consent of the executive body. Therefore, participants in a business partnership can not refer to an agreement on management in relations with third parties. An exception can only be in situations where partners prove that a third person knew or should have known at the time of the transaction about the contents of this constituent document.

Warehouse capital of the enterprise

Finance of commercial organizations is the formation and distribution of monetary funds, as well as their use. One of the funds of the enterprise is its capital.

Economic partnerships, like other commercial enterprises, must have their capital. Owners jur. Persons, when they contribute their share, receive the right to manage this organization and bear certain duties in connection with this.

The legislator establishes for each organizational and legal form its peculiarities of compulsory capital. So, in accordance with Art. 66 GKRF economic partnerships are obliged to form the share capital.

It is formed by making money, property or other rights that have a monetary value, by all partners. Deposits can not be securities, other than bonds of households. Societies. If the contribution is not made in cash, then its value must be determined unanimously at the meeting of the founders of the partnership. If a consensus can not be reached on this issue, the contribution must be made in money. Part or completely will be contributed, determined by agreement.

If the partnership agreement does not fix other rules, the partner who did not make part of the contribution to the share capital in time is obliged to pay 10% of this part to the partnership and compensate the losses incurred for this reason.

FZ No. 380 secures the pre-emptive right to purchase a share of the share capital for its participants.

Reorganization of the economic partnership

Economic partnerships, like other legal entities, can be reorganized or liquidated if necessary.

The specifics of the reorganization of such enterprises are described in art. 24 FZ-380. The article points out that the only option for reorganizing this form of legal entity is transformation into a joint-stock company. Mandatory reorganization is in the event that the number of participants in the partnership exceeds 50 people.

Reorganization can be carried out only after the decision unanimously adopted by the founders, which should contain:

• Information on the name and address of the company;
• The procedure and conditions for reorganization;
• The features of the exchange of shares in the capital of participants in a partnership for shares;
• Information on members of a specially created audit commission (or one appointed auditor);
• Information on the participants of the collegial executive body or any other, if the joint-stock company forms them;
• Information about the participant who is the sole executive body;
• Data on the approval of the deed of transfer, as well as the application of this act;
• Data on the approval of the charter of the joint-stock company, as well as the application of this constituent document.

After the decision is made, it should be reported to the state authority that registers the legal documents within three working days. Persons, by sending there a written notice of the reorganization. On the basis of this, the data on the changes are introduced into a single state. registry. After that, the legal entity is obliged in the media to publish data on its reorganization.

The enterprise is considered reorganized from the moment of registration in the Federal Tax Service of a new joint-stock company resulting from the reorganization. After that all the unfulfilled obligations, rights and obligations of the economic partnership are transferred to the joint-stock company in full.

Liquidation of economic partnership

In Art. 25 of Federal Law No. 380 specifies the specifics of liquidation of the economic partnership, the main one of which is the mandatory liquidation of the enterprise, if the number of its participants has decreased and has become less than two.

Liquidation of a firm can be either voluntary or by a court decision. In the case of the first option, the partnership participants or authorized bodies (specified in the agreement) should appoint a liquidation commission.

The liquidation commission conducts all settlements with creditors, after which it makes up the liquidation balance sheet. If the finances of commercial organizations that are economic partnerships (liquidated) are minimal and they are not enough to pay off all debts, the commission sells the property of the enterprise at public tenders.

Property that remains after settlements with creditors must be transferred by the liquidation commission to all participants of the partnership in proportion to their contribution to the share capital.

From the above, it can be concluded that what distinguishes among other organizational and legal forms of economic partnerships. The Civil Code of the Russian Federation and Federal Law No. 380 allow legal entities of this type:

• Protect the contractual relationship between the founders of the partnership;
• Ensure a balance of interests of business participants in accordance with their contributions;
• To have great freedom in the distribution of the rights and obligations of the founders, in shaping the features of partnership management through the management agreement.