Limited Liability Partnership in Russia

According to the Civil Code in force in the Russian Federation among commercial organizations, the authorized capital and the result of the activity of which is divided into shares, four types of economic companies are singled out. The first group includes limited partnerships and full partnerships. Their participants can be both individual entrepreneurs and individual commercial organizations, but not ordinary citizens, i.e. Individuals. The second group under the legislation of the Russian Federation includes joint-stock companies, partnerships with limited and additional responsibility. Their founders can be both legal entities and physical persons, i.e. Ordinary Russian citizens. In some cases, the legislation restricts the participation of certain categories in various forms of commercial organizations with equity share capital.

General information

According to the definition contained in Article 87 of the Civil Code of the Russian Federation, a limited liability partnership is a type of business company with a share capital of its participants, within which they are responsible for the liabilities and risks that result from the activity. In this case, the founders, who have not fully paid their parts, bear joint responsibility within their boundaries.

The firm name of this form of commercial organization must necessarily include the phrase "limited liability company" (LLC). In the authorized capital can be invested not only free monetary resources, but also securities, as well as property rights, the assessment of which is made by an independent expert. A limited partnership in Russia operates in accordance with the Civil Code and Federal Law No. 14-FZ, as well as other regulations.

Number and types of participants

According to the aforementioned federal law, a limited liability partnership may include from one to fifty participants. Another economic company can not be the sole founder. If the number of participants exceeds the established limit, then such a company should be transformed into a joint-stock company. Otherwise, it can be liquidated in court at the request of other legal entities or state bodies.

In the event of gross violation of their duties or obstruction of the activities of the partnership, a participant may be excluded from it in a judicial procedure. In general, the founders can act as citizens of the Russian Federation, as well as legal entities, including other business entities.

Establishment of a limited liability partnership

In accordance with Article 89 of the Civil Code of the Russian Federation, the commencement of activities of this type of commercial organization is related to the meeting of founders, who decide on the form of their joint activities. In the case of a partnership by one person, it is taken individually. The decision to establish a limited liability company must necessarily include voting on the following issues:

• Approval of the charter (the main document of the LLC).
• Election of governing bodies.
• Appointment of the auditor or the Audit Commission.

After that, the founders conclude a contract in writing on the implementation of their joint activities, which defines all the fundamental issues of the work of society. It indicates the share of each participant and the procedure for payment. In the event of the sole creation of a limited liability company, this information must contain an initial individual decision.

Charter of limited liability partnership

The agreement and the agreed decision on the establishment of such a form of economic company are not constituent documents. However, the information contained in them on the nominal value and the amount of shares are included in the unified state register of legal entities upon registration.

A limited partnership must necessarily have a charter, which includes the following items (Article 12 of the Federal Law No. 14-FZ):

• Company name (full and short);
• Information about the location;
• Information on the governing bodies of the company, their composition and competence;
• The amount of the authorized capital;
• Duties and rights of founders;
• The procedure for storing documents and providing them to interested persons.

The question of necessary changes in this information can be put exclusively at the general meeting. In case of a positive vote, the relevant state bodies should be informed of them.

Management and competence of individual bodies

A limited liability partnership is strategically managed by a general meeting of founders, in a tactical one - by an elected executive body. At the same time, the competence, as well as the procedure for resolving important issues, is clearly regulated by law. The executive managing body can be either single-handed or collegial, but in any case it is accountable to the general meeting. The competence of the latter includes all matters of principle:

• Amending the charter;
• Formation of executive bodies;
• Distribution of profits and losses;
• Decision on liquidation or reorganization;
• Election of the auditor or the audit commission.

All other problems of current activities are the responsibility of managers.

Reorganization or liquidation of a company

A limited partnership is transformed or ends its activities by unanimous decision of its participants at the general meeting. Information on the respective decision of the founders is transferred to the Unified State Register.

Any of the participants in the company can voluntarily give up their share, while the former will have the pre-emptive right to purchase. If you leave it, the actual value of its share is paid or the property is given out within the terms established by the charter and the legislation of the Russian Federation.