According to the current legislation, the right to exercise different types commercial activities by forming organizations with authorized capitals that are divided among their participants. One such type of business is a limited partnership. What it is, how it is formed, and the composition of its founders will be discussed in the article.
A limited partnership is a partnership where, together with its participants who are engaged in entrepreneurial activities on behalf of the organization and are liable for the organization’s obligations with their own property (general partners), there are one or more investors (limited partners) bearing the risks of losses that may be incurred by the partnership due to the specifics of its activities, within the limits of the amounts of invested funds, but not participating in the implementation of entrepreneurial activities.
The status of such an organization is enshrined in the Civil Code of the Russian Federation. It must have at least two participants, one of whom is a full partner, and the second is a limited partner. In this case, full partners can be individual entrepreneurs and commercial structures, and limited partners can be organizations and individuals.
The founders of the partnership can be:
The partnership cannot include a state or municipal government body, or other categories of citizens if the law imposes a ban on them. In this case, one person can be a member of only one partnership.
Any founder is vested with the authority to participate in the activities of the organization, distribute its income, and has the right to be elected to the governing body.
The main constituent document of a partnership is the constituent agreement concluded between its participants. The following information must be included here:
This document is consistent with the charters of other forms of ownership. It reflects all the nuances of conducting business, which are associated not only with the commercial direction, but also with the organizational and legal ones.
It is the agreement that regulates the procedure for all persons joining the structure, leaving the organization, the amount of deposits, etc.
The size of the authorized capital (AC) is also regulated by the Civil Code of the Russian Federation. For such a partnership, the minimum amount of the capital must be at least 100 times the minimum wage.
At the same time, there are no restrictions on the maximum size from the authorities state power No. The only caveat is common sense investors who are liable with their property for the obligations of the company. Therefore, when forming the Criminal Code, this fact must be taken into account.
Contributions to the management company are made not only in cash, but also property, securities, rights, that is, everything that has a monetary value. Before the final registration of the partnership, each of the participants must make 50% of the contribution, and the remaining part is paid according to the deadlines specified in the terms of the constituent agreement.
The main goal of a limited partnership, like any other commercial organization, is to make a profit. At the same time, business is conducted on the basis of the regulatory framework of the Russian Federation. Before starting business activities, the partnership goes through a licensing procedure.
This form is most often represented by a small or medium-sized organization. There are also larger partnerships, but the standard number of people is usually 2-3. They are engaged in joint business.
A common field of activity is small business. For example, small finance company or bank.
The main governing body is the meeting of participants. A chairman is appointed to preside over the meeting. He is chosen from among the members.
The scope of the general meeting is the adoption of decisions on changes in the amounts of the capital, issues related to the reorganization or liquidation of the partnership, the selection of a director, commissions for auditing, approval annual reports, income distribution procedure, etc.
The director is elected at the general meeting by all its participants. Authority passes to the one who dials large quantity votes.
The main function of the director is executive. His responsibilities include:
Like any other form of entrepreneurial activity, a limited partnership undergoes mandatory state registration. To do this, an application is submitted to the relevant authority with accompanying documents (decision on establishment, minutes of the general meeting, agreement, document confirming payment of the state fee, etc.).
The main document is the minutes of the meeting. It is drawn up by the secretary, signed by the head and the person who took part in its creation. Contains the following information:
The decision to create a partnership must contain information about the property shares of each participant, a list of founders, information about the procedure for formation and the size of the capital.
In addition, the following documents are submitted for registration:
The approximate cost of registration is 4,000 rubles.
The main reasons why a reorganization or liquidation of a partnership may be carried out are:
Any of the above reasons is the basis on which the partnership itself can demand liquidation, but only after it has fully fulfilled all obligations to the interested parties.
If the reason for liquidation is bankruptcy, then each of the participants has the right to gradually receive the invested funds.
The partnership can be reorganized into a form of ownership from the following list:
Reorganization can be carried out by merger, transformation, separation, accession or division.
Any decision related to the reorganization is made by a decision of the meeting or authorized members of the partnership. In this case, it is necessary to collect 50% of the votes.
Limited partnership is one of the first organizational and legal forms of doing business. Previously, such organizations were very common. Today they are extremely rare, because the risk of each participant remains considerable. At the same time, members receive virtually no guarantees regarding the safety of their own financial resources. Especially when it comes to investors who invest considerable funds in a business, but do not have any rights to manage it.
Current legislation establishes the possibility of carrying out commercial activities through the establishment of organizations with authorized capitals divided into the corresponding shares of the founders. These organizations can be created in the form of partnerships, which, in turn, can be formed in such organizational and legal types as general partnership and limited partnership (limited). The immediate features of the organization and functioning of the latter will be discussed below.
This is a commercial organization whose members are divided into two groups. The first includes subjects (called general partners) who act on behalf of limited partners and are liable for the obligations of the latter with all their property. The second group consists of entities (called limited partners) who do not directly participate in the partnership’s commercial activities and bear the risk of probable losses caused by the latter, within the limits of the amounts they contributed to the authorized capital of contributions.
Participants in a limited partnership who have the status of general partners carry out their activities and also bear responsibility for the corresponding obligations of the latter, in accordance with the standards established by civil law regulating the activities of participants in the general partnership.
Entities with the status of general partners have the right to participate exclusively in one limited partnership. In turn, entities that are participants in a general partnership do not have the right to have the status of general partners in a limited partnership.
The number of partnership participants with limited partner status cannot exceed twenty. If the specified amount is exceeded, the limited partnership must be converted into a business partnership within a one-year period. If, at the end of the specified period, the partnership is not transformed or the number of limited partners is not reduced to the established limits, then the partnership must be subject to liquidation through judicial proceedings.
The provisions of civil law that regulate the activities of a general partnership may be applied to the work of a limited partnership if they do not conflict with the legislative regulations ensuring the functioning of a limited partnership.
Another requirement provided for by law that a limited partnership must meet is this. The latter must necessarily be formulated in one of the following options:
In the event that the name of any investor is included in the company name, the latter acquires the status of a general partner.
The creation and subsequent activities of a limited partnership are carried out in accordance with the provisions of which are signed by all persons having the status of full partners.
In addition to those provided for in Art. 52 of the Civil Code of the Russian Federation, a limited partnership agreement must include the following information:
As provided by law, a limited partner is liable for its obligations with all the property it owns. If the latter turns out to be insufficient to cover the debt under the obligations, creditors have the right to present their claims against all general partners or against any of them.
A general partner who does not have the status of a founder of a limited partnership is liable for obligations (that arose before his entry into the latter) to the same extent as all other general partners.
A general partner who has left a limited partnership is liable for the obligations of the latter that arose before the moment of his withdrawal to the same extent as all other participants. The period of liability for the said partner is two years, calculated from the date of approval of the report on the activities carried out by the partnership for the year in which the disposal occurred.
Another issue that needs to be considered when studying a limited partnership is how it is managed. So, management of the functioning is carried out exclusively by entities with the status of full partners. Direct management, as well as the conduct of business activities, by general partners is carried out in accordance with the rules established by law for general partnerships.
Limited partners do not have the right to participate in the management of the latter and cannot challenge the actions performed by the general partners related to the management of the partnership and the conduct of its affairs.
So, having considered all of the above, we can come to the conclusion that a limited partnership is one of the actively used forms of commercial activity by a legal entity, which has certain specifics, the understanding of which allows for fairly efficient business conduct.
Faith partnerships are common in many areas. This form of organizing entrepreneurial activity is also enshrined in the Civil Code of the Russian Federation in Art. 82. This format for the operation of enterprises is not used very often, but under certain circumstances it becomes the optimal form.
A limited partnership (or limited partnership) is a society where among the participants there are not only those who conduct on behalf of the community entrepreneurial activity, are liable for obligations with their property, but also those whose status obliges them to bear the risk of losses only within the limits of invested funds without participating in entrepreneurship. It is considered a form of general partnership, but with the possibility of attracting additional capital from investors.
The main goal of TNV is to conduct commercial activities under a common company name. With this format of work, the responsibility of some participants to the creditor is divided within the amount of a certain property contribution, and the second - without restrictions. Investors cannot participate in management or challenge the actions of general partners (of course, if they comply with the law and constituent documents), which is why such communities are called “limited partnerships.”
But due to the extended liability of full participants (who are liable for obligations with all their property and participate in business activities), such companies almost never engage in risky transactions that bring maximum profit, losing the level of profitability. Therefore, investors often prefer to invest money in bank deposits and bonds. In modern economic conditions, limited partnerships often turn out to be economically ineffective due to the lack of the possibility of free entry and low investment attractiveness. But still, this form of doing business is suitable for those who do not have sufficient funds to start their business, and those who want to find investors. Business market experts advise using modernized forms of limited partnerships, for example, a joint stock limited partnership (its main advantage will be the opportunity to obtain financing through an open subscription to shares among an unlimited number of persons).
A limited partnership can consist of at least 2 people - 1 general partner (individual entrepreneur or commercial organization) and a contributor, that is, an investor (legal entity or citizen). They have no right to participate in any other commercial organization. If a participant is already a member of a general partnership, then he will not be able to acquire the status of a general partner in a limited partnership. According to the provisions of Art. 82 of the Civil Code, the number of participants in a limited partnership cannot exceed 20. Otherwise, within a year it will need to be transformed into a business company (or the number of participants reduced to the permissible limit), otherwise liquidation will occur in court.
Advice: It is worth remembering that if the name of the investor is included in the corporate name of the limited partnership, he automatically acquires the status of a general partner.
Registration of a limited partnership is possible only after a meeting of general investors has been held and a memorandum of association has been created. A limited partnership operates precisely on the basis of this document, which all participants must sign. It is also necessary to develop a Charter (but often use standard form, approved by the authorized government agency). The standard charter, in contrast to a similar document approved by the founders, does not contain information about the company name, location, size of the authorized capital, procedure for managing the partnership, its composition, terms for making contributions, changes in the shares of each of the general partners and conditions for the total amount of contributions. Data about this and the format of the set of rules are entered into the Unified State Register of Legal Entities.
Authorized capital is money, property, securities, property rights that the founders of the community contribute upon its registration. The volume is recorded in the constituent documents. Thanks to this amount, it will be possible to guarantee the implementation of the interests of creditors. The authorized capital of a limited partnership consists of contributions from participants, but can be changed in the course of its activities. Its size is determined by participants with the status of general partners, but it cannot be less than established by law. A reduction of capital is permissible only after notifying all creditors and obtaining their consent or fulfillment of obligations to them, if such a requirement is presented. Each participant in a partnership of faith must make a contribution of at least 100 minimum wages. The maximum amount is not limited. Profit is distributed among all participants in proportion to their share in the share capital, which is formed for carrying out economic activities.
The management of the limited partnership is carried out by a majority vote of the full participants. Sometimes the actual management of affairs is entrusted to one or more persons. To legally carry out transactions, other members of the community with the status of general partners will need to obtain a power of attorney. Management in a limited partnership is carried out only by general partners, and they are also responsible for obligations with all their property. Contributing participants are deprived of the rights to participate in decision-making and act as investors, but if they have a power of attorney, they can act on behalf of the partnership, like any third party. They are liable in case of losses only to the extent of the contribution made. At the same time, participating participants have the right to:
The main interest of the investor in a limited partnership is to earn a profit by investing capital and maintaining obligatory rights to the community property in the form of a share. The rules for receiving income and the procedure for its payment are described in the constituent documents. Investors are entitled to a portion of the net income. Profit is distributed in proportion to their share in the capital and property of the organization. In the case of general partners, the amount of income is determined by the number of votes they have. It is impossible to legally exclude any of the participants from distributing profits or participating in losses. If the value of the investor's net assets becomes less than his share of the pooled capital, the income of the community is not divided until it again exceeds its volume. If third parties are hired to perform the work, they must enter into a contract.
A limited partnership can be liquidated in the event of the departure of all investors or on the same grounds as in a general liability organization. Their list can be found in Art. 61 Civil Code of the Russian Federation:
Reorganization of a limited partnership can occur in the event of the departure of all participants, when it is possible to transform it into an organization with full liability. Forms such as Joint-Stock Company(later – ), a limited liability company and a production cooperative. Reorganization can be initiated if there are constituent documents, a certificate of registration and registration with the tax authority, extracts from the Unified State Register of Legal Entities, copies of passports and TIN of the partnership participants, a transfer deed and a separation balance sheet. The following paths are available for carrying out the procedure: merging, transforming, splitting, separating and joining.
Advice: It is important to remember that in the event of transformation of a partnership into a production cooperative, each general partner who becomes a shareholder bears additional liability for obligations with all his property for 2 years.
Although limited partnerships are far from the most popular format, such enterprises operate in many regions of the Russian Federation and in different market segments, including in the trade sector, where they have become so popular. We propose to consider several examples. Detailed information information about the work of partnerships can be found on the website of the United state register legal entities, Rospatent, WIPO and other official resources:
The format of work and the principles of participation in a partnership of faith in the current economic situation have become outdated and often ineffective. But this form is still used in our time. Under certain conditions, it becomes beneficial on the way to forming a joint stock company, LLC, etc. Among the advantages of faith partnerships, the following qualities are worth noting:
There are more disadvantages to operating in this format:
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Limited partnerships are one of the oldest organizational forms of enterprises. But it is also used on modern stage economic development. TNV is often chosen, for example, to seek third-party financing without entering into loan obligations, organizing a family business, and as a transitional form of work.
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Limited partnership (limited partnership) is a commercial organization based on share capital, in which there are two categories of members: general partners and limited investors. General partners carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property. Limited depositors are responsible only for their contribution. If there are no investors left, then the limited partnership is converted into a general partnership.
Capital Formation. Minimum and maximum size share capital is not limited. This is due to the fact that general partners are liable for the obligations of the partnership with all their property.
Establishment procedure. The constituent document of a limited partnership is the constituent agreement signed by all founders. The constituent agreement must contain the following information: name of the partnership; location of the partnership, information on the size and composition of the share capital, on the size, composition, terms and procedure for making contributions by participants, liability of participants for violation of the obligation to make contributions, on the total amount of deposits made by investors, the procedure for distributing profits and losses among its participants , withdrawal of participants from the composition.
Responsibility. The partnership is liable for its obligations with all its property. If the company's property is insufficient, the creditor has the right to make a claim against any general partner or all of them at once to fulfill the obligation. A general partner who is not its founder is liable on an equal basis with other general partners for obligations arising before his entry into the partnership. A general partner who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.
Rights. Receive part of the partnership’s profit due to its share in the share capital in the manner prescribed by the constituent agreement; get acquainted with the annual reports and balance sheets of the partnership; at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the constituent agreement; transfer your share in the share capital or part thereof to another investor or a third party.
Responsibilities. The investor of the limited partnership is obliged to make a contribution to the share capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership
If, as a result of losses incurred by the partnership, the value of its net assets becomes smaller size its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.
Profit distribution. The profits and losses of a limited partnership are distributed among its participants in proportion to their shares in the share capital. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.
Controls. The management of the limited partnership is carried out by the general partners. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each full member has one vote. Each general partner has the right to act on behalf of the partnership, unless the constituent agreement stipulates that all general partners conduct business jointly, or the conduct of business is entrusted to individual participants. When the affairs of a partnership are jointly conducted by its general partners, the consent of all participants in the partnership is required for each transaction. If the management of the affairs of a partnership is entrusted by its participants to one or some of them, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the management of the affairs of the partnership
Liquidation and reorganization. A limited partnership is liquidated upon the departure of all investors participating in it. However, general partners have the right, instead of liquidation, to transform the limited partnership into a general partnership. A limited partnership is also liquidated on the grounds of liquidation of a general partnership. When a limited partnership is liquidated, including in the event of bankruptcy, investors have a priority right over general partners to receive contributions from the property of the partnership remaining after the claims of its creditors are satisfied. The property of the partnership remaining after this is distributed between the general partners and investors in proportion to their shares in the joint capital of the partnership, unless a different procedure is provided for by the constituent agreement or agreement of the general partners and investors.
Creation of a legal entity or division Semenikhin Vitaly Viktorovich
Partnership of Faith
According to the Civil Code Russian Federation(hereinafter referred to as the Civil Code of the Russian Federation) a limited partnership is a commercial organization, one of the types of business partnerships. Limited partnership is one of the rare forms of doing business in the Russian Federation. This is mainly due to the fact that when using this form of doing business, it is necessary to high level trust between participants. Partnership on faith acquires civil rights and assumes civic responsibilities through its members - full comrades.
A limited partnership is created for the purpose of making a profit and can engage in any activity not prohibited by law. At the same time, for certain types of activities it is necessary to obtain a special permit (license).
A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participant-investors (limited partners) who bear the risk of losses, related to the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities (clause 1 of Article 82 of the Civil Code of the Russian Federation).
A partnership of faith has the following characteristics:
– is a legal entity and has all its inherent characteristics;
– is a commercial organization and its main goal is to make a profit (clause 1 of Article 50 of the Civil Code of the Russian Federation);
– is a contractual association (based on the constituent agreement);
– represents a pooling of capital (by making contributions to the pooled capital);
– created by several persons (at least one general partner and one limited partner);
– participants in relation to a general partnership have rights of obligations (paragraph 2 of paragraph 2 of Article 48 of the Civil Code of the Russian Federation);
– the share capital of the partnership is divided into shares (contributions) of participants (clause 1 of Article 66 of the Civil Code of the Russian Federation);
– includes general partners and investors (limited partners) (clause 1 of Article 82 of the Civil Code of the Russian Federation);
– general partners carry out entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership (clause 1 of Article 82 of the Civil Code of the Russian Federation);
– only commercial organizations and (or) can be general partners individual entrepreneurs(clause 4 of article 66 of the Civil Code of the Russian Federation);
– management of the activities and conduct of affairs of the partnership is carried out by its general partners (clause 1 of Article 71 of the Civil Code of the Russian Federation, clause 1 of Article 72 of the Civil Code of the Russian Federation);
– investors (limited partners) do not take part in the partnership’s business activities and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them (clause 1 of Article 82 of the Civil Code of the Russian Federation);
– investors (limited partners) do not participate in the management and conduct of the affairs of the partnership.
The establishment of a limited partnership is carried out by decision of its founders. The decision to establish a partnership is made by a meeting of the founders of the company, at which they make a decision to establish a limited partnership, and also conclude a constituent agreement among themselves (paragraph 2 of paragraph 1 of Article 52 of the Civil Code of the Russian Federation).
The documents required when establishing a limited partnership are: the decision of the founders to establish a limited partnership and the founding agreement of the limited partnership. The decision of the founders to establish a partnership is formalized in the form of minutes of the meeting of founders (constituent meeting).
There are two types of participants in a limited partnership:
– full comrades;
– investors (limited partners).
The minimum number of participants in a limited partnership is at least two: one general partner and one investor.
General partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations (clause 4 of Article 66 of the Civil Code of the Russian Federation).
The restrictions on participation as a general partner in a limited partnership are as follows:
– a person can be a general partner in only one limited partnership;
– a participant in a general partnership cannot be a general partner in a limited partnership;
– a general partner in a limited partnership cannot be a participant in the general partnership.
Investors in limited partnerships can be citizens and legal entities (paragraph 2 of paragraph 4 of Article 66 of the Civil Code of the Russian Federation).
The restrictions on participation as an investor in a limited partnership are as follows:
– government bodies and organs local government does not have the right to act as investors in limited partnerships, unless otherwise provided by law;
– institutions can be investors in partnerships with the permission of the owner, unless otherwise provided by law.
The minimum and maximum amount of share capital is not limited. This is due to the fact that general partners are liable for the obligations of the partnership with all their property.
The management of the limited partnership is carried out by the general partners. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each general partner has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.
Each general partner has the right to familiarize himself with all documentation on the conduct of affairs. Waiver of this right or its limitation, including by agreement of the participants of the partnership, is void.
Each general partner has the right to act on behalf of the partnership, unless the constituent agreement stipulates that all general partners conduct business jointly, or the conduct of business is entrusted to individual participants. When the affairs of a partnership are jointly conducted by its general partners, the consent of all participants in the partnership is required for each transaction.
If the management of the affairs of a partnership is entrusted by its participants to one or some of them, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the management of the affairs of the partnership.
In relations with third parties, the partnership does not have the right to refer to the provisions of the constituent agreement that limit the powers of the partnership participants, except in cases where the partnership proves that the third party at the time of the transaction knew or should have known that the participant of the partnership did not have the right to act on behalf of the partnership .
General partners have the right:
– participate in the management of the affairs of the partnership in the manner established by the Civil Code of the Russian Federation and the founding agreement of the partnership;
– receive information about the activities of the partnership and get acquainted with its accounting books and other documentation in the manner established by its constituent documents;
– take part in the distribution of profits;
– leave the partnership at any time, regardless of the consent of its other participants;
– to receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value.
The constituent agreement may also provide for other rights (additional rights) belonging to a member of the company.
General partners are obliged:
– participate in the activities of the partnership, in accordance with the terms of the constituent agreement;
– make contributions in the manner, amounts, methods and within the time limits provided for by the constituent documents;
– do not disclose confidential information about the activities of the partnership.
– refrain from making transactions in one’s own interests (or in the interests of third parties) and on one’s own behalf that are similar to those that constitute the subject of the partnership’s activities, without the consent of the other members of the partnership.
The foundation agreement may also provide for other obligations assigned to a participant in the partnership.
The constituent document of a limited partnership is the memorandum of association. The constituent agreement is signed by all general partners (clause 1 of Article 83 of the Civil Code of the Russian Federation).
The memorandum of association must contain the following information:
– name of the partnership;
– location of the partnership;
– information on the size and composition of the share capital;
– on the size, composition, timing and procedure for making contributions by participants;
– liability of participants for violation of the obligation to make deposits;
– on the total amount of deposits made by investors.
In the memorandum of association, the founders undertake to create entity, determine the procedure for joint activities to create it, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.
A limited partnership may, by decision of the general meeting of participants, be transformed into the following types legal entities:
– general partnership;
– limited liability company;
– company with additional liability;
- Joint-Stock Company;
– production cooperative (clause 1 of Article 68 of the Civil Code of the Russian Federation).
Investors of a limited partnership (limited partners) bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities (clause 1 of Article 82 of the Civil Code of the Russian Federation).
The investor of the limited partnership is obliged to make a contribution to the share capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership. The contribution must be calculated in monetary terms, as provided for in paragraph 6 of Article 66 of the Civil Code of the Russian Federation.
An investor in a limited partnership has the right:
– receive part of the partnership’s profit due to its share in the share capital, in the manner prescribed by the constituent agreement;
– get acquainted with the annual reports and balance sheets of the partnership;
- at the end financial year leave the partnership and receive your contribution in the manner prescribed by the founding agreement;
– transfer your share in the share capital or part thereof to another investor or a third party;
The founding agreement of a limited partnership may also provide for other rights of the investor (clause 2 of Article 85 of the Civil Code of the Russian Federation).
The investor of the limited partnership is obliged to make a contribution to the share capital. Making a contribution is certified by a certificate of participation issued to the investor by the partnership.
The profits and losses of a limited partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.
If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.
A limited partnership is liable for its obligations with all its property. If the company's property is insufficient, the creditor has the right to make a claim against any general partner or all of them at once to fulfill the obligation.
A general partner who is not its founder is liable on an equal basis with other general partners for obligations arising before his entry into the partnership.
A general partner who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership. (Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated February 27, 2007 in case No. A82-9490/2003-1).
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From the book All about business in Germany author von Luxburg Nathalie6.3.4. Registered partnership (Cooperative) – Eingetragene Genossenschaft Organizational and legal
From the book Entrepreneurship: Cheat Sheet author author unknown From the book Realtor's Handbook author Batyaev Andrey Andreevich
