A limited partnership can be classified as a mixed type company, in which, together with one or more participants who carry out entrepreneurial activities on behalf of the company and are responsible for the obligations of the company with all their property (general partners), there are one or more participants whose liability is limited to a contribution to property of the company (contributors or limited partners).

If two or more full partners take part in a limited partnership, they bear joint and several liability with respect to the partnership.

The legal status of a limited partnership is determined by the norms of articles 67-74 of the Law of Ukraine "On business companies" (i.e., legislation on full companies), taking into account the features provided for in special articles (articles 78-83) of the Law of Ukraine "On business companies", directly dedicated to commanding comrades.

In particular, the foundation agreement on a limited partnership, in addition to the information contained in the foundation agreement on a general partnership, must reflect the participation of investors in such a company, namely: with regard to investors, only the total size of their particles in the property of the company is indicated, as well as the size, composition and procedure for making their contributions

Since the legal status of full companies was discussed in the previous paragraph, it is advisable to dwell here on the features of the participation of investors in a limited company

A contributor may join a limited partnership by making monetary or material contributions. Investors of a limited partnership have the right to:

Act on behalf of a limited partnership only if there is a power of attorney and in accordance with it;

Require priority return of the contribution (rather than participants with full responsibility) in the event of liquidation of the company;

Require the submission of annual reports and balance sheets to them, as well as ensuring the possibility of checking the correctness of their preparation

Investors of a limited partnership must make contributions and additional contributions in the amount, in the manner and in the manner provided for by the foundation agreement, however, the total size of their shares shall not exceed 50 percent of the company's property specified in the foundation agreement. At the time of registration of a limited partnership, each of the contributors must pay at least 25 percent of their contribution

Thus, investors take part in the activities of a limited partnership only with their contributions, the amount of which determines the amount of profit they receive. They do not take any part in the management of the society.

The management of the affairs of a limited partnership is carried out only by participants with full responsibility (general partners). If there is only one such participant in the society, he manages affairs independently.

Investors do not have the right to interfere with the actions of general partners from the management of the company's affairs

Despite the fact that, according to general rule, the liability of the investor is limited to a contribution to the property of the company, in some cases provided for by law (Article 82 of the Law of Ukraine "On business companies"), he also bears full responsibility. For example, if a depositor executes an agreement on behalf of and in the interests of the company without appropriate authority, then if his actions are approved by a limited partnership, he, together with his general partners, is liable by agreement to creditors with all his property, which, according to the law, may be subject to foreclosure. If he does not get approval, the depositor will be liable to a third party independently with all his property. In addition to the general grounds for terminating the activities of business companies (Article 19 of the Law of Ukraine "On Business Companies"), a limited partnership is also terminated in the event of the departure of all participants with full responsibility. When all investors leave the company, general partners have the right, instead of liquidating a limited partnership, to turn it into a full company

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3. Limited partnership

1. The main features of a limited partnership are: the presence of two categories of participants: full participants and investors; subsidiary liability of full participants for the obligations of the company with all their property, the presence of share capital, in which the fate of contributors cannot exceed fifty percent; the memorandum of association as the founding document of the company, the absence of governing bodies; obligation for full members to participate in management, entrepreneurial activity society; prohibition for investors to participate in the management of the company; an indication of the legal form and names (names) of full participants in the name of the company; certain restrictions for full participants regarding membership in business companies, the presence of common features with a full company, the application to limited provisions of the law governing the activities of general partnerships.

Thus, a limited partnership has many features in common with a full partnership, but at the same time differs from it primarily in that, in addition to full participants who have the same status as participants in a general partnership, it includes participants with a special legal status - contributors. The term "full participants" is an innovation in the Civil Code of Ukraine. Before the entry into force of the Civil Code in the new edition

the legislator used the term “participants with full responsibility”, borrowed from the Law of Ukraine “On business companies”, and in the legal literature, the terms “complementary”, “general partners” and others were used. A limited partnership may include one or more full participants and one or more contributors. The minimum number of participants in a limited partnership is two persons, of which one must be a full participant and the other a contributor. Maximum amount full participants and investors of a limited partnership are not limited by law.

One of the main differences in the legal status of full participants and investors in a limited partnership is the amount of liability for the obligations of the company. A full participant bears subsidiary liability for the obligations of the company with all his property (if the company includes two or more full participants, they are jointly and severally liable). Investors of a limited partnership are not liable for the obligations of the company, but bear the risk of losses associated with the activities of the company, within the amount of their contributions, except as provided by law (Article 138 of the Civil Code).

The second significant difference between the legal status of full participants and investors in a limited partnership is their participation in the management of the company. Management of the activities of a limited partnership is carried out only by full participants who carry out entrepreneurial activities on behalf of the partnership. Investors of a limited partnership do not have the right to participate in the management of the company's activities (Article 136 of the Civil Code).

2. According to the general rule established by Art. 90 of the Civil Code of Ukraine, a legal entity must have its own name, which contains information about its organizational and legal form. That is, in the name of a limited partnership, the words “limited partnership” must be present. This makes it possible to identify the specified legal entity as an entrepreneurial company established as economical society with the corresponding legal status.

According to Art. 133 of the Civil Code (part 2) in the name of a limited partnership, the names (names) of full participants must be indicated.

The name of a limited partnership may look like this:

1) the words "limited partnership" and a list of names (names) of all full participants;

2) the words "limited partnership", the name (name) of at least one full participant with the addition of the words "and company".

It should be noted that the name of a limited partnership should and may include only the names (names) of full participants, and not contributors. The novelty of the Civil Code of Ukraine is the provision of the commented article, according to which, if the name of the contributor is included in the name, such contributor becomes a full member of the company.

The name of the limited partnership may include other information. In addition to the full name, a limited company may also have an abbreviated name. At the same time, the legislation does not establish the amount of information that should be contained in the abbreviated name.

3. The legal nature of a limited partnership has many features in common with a general partnership. Both of these organizational and legal forms operate according to the same principles (taking into account the specifics associated with the presence of contributors as part of the participants in a limited partnership). In this regard, the legislator extended the provisions of the Civil Code on full partnerships (Articles 119-132) to limited partnerships. The provisions of these articles apply to limited partnerships if

otherwise is not established by this Code or other law (see the commentary to the specified articles).

MINISTRY OF EDUCATION OF UKRAINE

Kyiv NATIONAL ECONOMIC UNIVERSITY

CRIMEAN ECONOMIC INSTITUTE

at the rate " Financial activities business entities"

on the topic: "Features of the activities of limited companies."

Completed by a student of the Faculty of Finance and Accounting, specialty "Finance", group F-41-99

Levshuk Natalia

Simferopol 2003

A limited partnership is a company in which, together with one or more participants who carry out entrepreneurial activities on behalf of the company and are liable for the obligations of the company with all their property, there is one or more participants whose liability is limited to a contribution to the property of the company ( contributors).

If two or more participants with full liability participate in a limited partnership, they shall be jointly and severally liable for the debts of the partnership.

A limited partnership, as well as a complete one, according to its legal characteristics, can be attributed to personal associations. A feature of a limited society, which distinguishes it from a full society, is the presence in it of two differing in their legal status categories of participants - full participants (complementary) and contributors (commandists). Full participants are responsible for managing the company, conducting entrepreneurial activities on its behalf, they are responsible with all their property for the obligations of the company. The functions of investors are limited to providing the society with a certain capital in exchange for participation in the profits of the society.

A limited partnership arises in those cases when full participants are not able to form the capital necessary for the activities of the company by their own efforts. To accumulate such capital, investors are allowed to join the company, but without the right to manage the company. Relations between the company and investors are not of a credit, but of an investment nature, which is more beneficial for society (investors do not interfere in its activities, capital income is paid to investors only if the company has a profit, capital is invested in unlimited time).

The limited partnership is characterized by the following legal features:

2) the statutory fund in a limited partnership is not formed, the contributions of the participants constitute the share capital, the size and procedure for the formation of which is determined by the participants themselves. At the same time, the total share of contributors cannot be more than 50% of the capital of the company; by the time of registration of a limited partnership, each of the contributors must make at least 25% of their contribution;

3) a limited partnership does not have management bodies - in relations with third parties, the partnership is represented by its participants with full responsibility;

4) acts on the basis of the memorandum of association, the content of which is determined by art. 76 of the Law "On economic companies".

The memorandum of association is the only document on the basis of which a limited partnership is created and operates.

The memorandum of association is drawn up in writing, and if there are individuals, then their signature on the contract must be notarized.

The memorandum of association, in addition to the information specified in Art. 4 of the Law "On business companies" (information about the type of company, the subject and goals of its activities, name and location), should include information about:

1) the amount of the share capital of the company;

2) the amount, composition and procedure for making contributions by each of the participants with full responsibility;

3) the size of the share of each of the participants with full responsibility (determined by the ratio of the size of the contribution of the participant to the total amount of the share capital; the share can be expressed as a fractional number or as a percentage);

4) the total amount of the shares of investors in the capital of the company; the amount, composition and procedure for making their contributions;

5) the responsibility of the participants for untimely making a contribution;

6) the form of participation of participants with full responsibility in the affairs of the company (the procedure for managing the activities of the company and conducting entrepreneurial activities on behalf of the company must be regulated);

7) subsidiary, joint and several and unlimited property liability of participants with full liability for the obligations of the company;

8) the rights, duties and responsibilities of depositors (taking into account the provisions of Articles 79 - 82 of the Law "On Business Companies");

9) the procedure for distributing profits or losses of a limited partnership (this procedure is not determined by the current legislation) - as a general rule, profits and losses are distributed among the participants in proportion to their shares in the share capital; a different distribution procedure (based on an equal distribution of profits / losses or taking into account the personal contribution of each participant to the company's activities) may be provided for in the memorandum of association or a separate agreement of the participants; it is not allowed to eliminate any of the participants from participation in the distribution of profits or losses.

10) additional grounds termination of the activities of a limited partnership (taking into account the requirements of Article 83 of the Law "On Business Companies").

In many modern states, the principle of anonymity of the individual contributors operates, which is the main incentive for their entry into society.

The legislation of Ukraine regulates this issue inconsistently, which leads to the non-proliferation of a limited partnership as a form of joint business activity. Thus, in the second part of Article 76, it is stipulated that in the constituent agreement on a limited partnership, in relation to contributors, only the total amount of their shares in the property of the company, as well as the size, composition and procedure for making contributions by them, are indicated. Should this provision be understood as excluding the requirement of Art. 4 of the Law "On economic companies" indicate in the constituent documents the composition of the participants in the company, and if so, what document should confirm the participation of contributors in the company? The current legislation does not yet contain means to resolve these issues.

Abroad, legal relations between participants with full responsibility and investors in a limited partnership are often drawn up as follows. The memorandum of association defines only the total size of the share of contributors in the capital of the company, and information about the personal composition of contributors is not indicated. The memorandum of association is signed only by participants with full responsibility. In parallel with the founding agreement, an agreement on participation in a limited partnership is concluded, which is signed by both participants with full responsibility and investors. This contract is not subject to state registration, is of a confidential nature and determines the personal composition of the contributors of a limited partnership, the size, composition and procedure for making a contribution by each of them.

Another scheme may also be used, according to which an agreement on participation in a limited partnership is concluded by full participants with each contributor separately. This approach facilitates the procedure for making changes to documents related to the movement of contributors (exit, entry, exclusion of a contributor, assignment of a share, succession and inheritance, etc.)

This approach is not the only one used to ensure the anonymity of contributors. In some countries, the memorandum of association is confidential, and public authorities and other interested parties are presented with an extract from this agreement that does not contain information about the identity of the contributors. The principle of anonymity is also embodied in the existence of a joint-stock limited company (a limited company with shares), which is known to the legislation of many countries (Germany, France, Italy, Spain, etc.). In this type of limited partnership, the amount of capital to be contributed by the investors is divided into shares, which are then distributed among the investors.

A limited partnership is created and operates on the same principles as a full partnership. Therefore, the legislator, instead of developing special rules governing the activities of a limited partnership, subordinates it to the rules that determine the legal status of a full society (with some exceptions).

The norms contained in Articles 67-74 of the Law "On Economic Companies" must be applied subject to the provisions contained in Articles 78-83 of this Law. The latter reflect the peculiarities of the legal status of contributors in a limited partnership. Based on this rule, Articles 69, 71, 72, 73 of the Law "On Business Companies" apply equally to participants with full responsibility and depositors. Articles 68, 70, 74 do not apply to depositors (they are excluded by the provisions of articles 79-82).

If there are several participants with full responsibility in a limited partnership, then they form a semblance of a full partnership within a limited partnership and their Team work regulated by rules designed to apply to members of a full society.

A contributor may join a limited partnership by making monetary or material contributions.

This norm is

A full partnership is an economic partnership, all participants of which are engaged in joint entrepreneurial activities and bear full joint and several liability for the obligations of the partnership with all their property.

Creation

A full society operates on the basis of a memorandum of association. In full partnership forum bylaws. The constituent agreement determines the size of the share of each of the participants in the authorized capital, the composition and procedure for making contributions, the form of participation in the affairs of the company.

Management and responsibility

The management of the affairs of the partnership is carried out by common agreement of all participants. The affairs of the partnership may also be carried out by one or more of them, who act on behalf of the company on the basis of a power of attorney.

The participants in such a company are liable to the creditors of the company with all their property.

The current legislation establishes a list of types of property that cannot be levied. In particular, for persons whose main occupation is Agriculture, these are: a residential building with outbuildings, one cow (in the absence of a cow, respectively, one heifer, goat, sheep, pig) feed for livestock; seeds for the next sowing; inventory; wearables and household items (one item for each family member).

distribution of profits

From the profit received, the company makes mandatory payments to the budget, pays taxes, sends funds to the appropriate funds of the company, repays the losses of the company, makes settlements with creditors, etc. Part of the profit remaining after that is distributed among the members of the company in proportion to their shares in the authorized capital of the company.

Leaving society

A participant in a full partnership has the opportunity to withdraw from the partnership at any time by notifying all other members of the partnership about this no later than 3 months in advance. Withdrawal from a company that has been established for a certain period of time is allowed only if good reasons and provided that a notice to this effect has been received no later than 6 months in advance. The participant is paid a part of the value of the company's property on the day of withdrawal in accordance with its share in the authorized capital, as well as a part of the profit received by the company in the current year. At the request of a participant and with the consent of the company, the part of the company's property belonging to him may be paid in full or in part in kind.

A participant in a general partnership may transfer (sell) his share or part of it in the statutory fund to other participants in this company or to third parties, but only with the consent of all other participants.

Advantages and disadvantages

The advantage of this organizational and legal form is the presence of full responsibility of the participants, which increases the credibility of these enterprises on the part of creditors and other partners.

Limited company

Creation

A limited partnership (CP) is a company that includes, along with one or a majority of participants, who are liable for the obligations of the company with all their property, as well as one or more participants, whose liability is limited to a contribution to the property of the company (contributors). These two groups of founders differ in varying degrees of responsibility for the obligations of the company, the form of participation in the management of its affairs, the procedure for returning contributions to them in the event of liquidation of the enterprise, and the like.

The total size of the shares of contributors should not exceed 50% of the statutory fund. When registering a limited partnership, the investor must pay at least 25% of his contribution.

A limited partnership also operates on the basis of a memorandum of association only.

control

The management of the activities of a limited partnership is carried out by the participants with full responsibility by common consent.

In a limited partnership, where there is only one participant with full responsibility, the management of affairs is carried out by this participant independently.

Investors do not have the right to interfere in the actions of participants with full responsibility for managing the affairs of a limited partnership.

a responsibility

Participants are fully liable to the creditors of the company with all their property, as well as participants in a full partnership.

However, the liability of contributors is limited to their share in the property of the company for the participants of the limited liability company.

distribution of profits

Part of the profit after the fulfillment of obligations to the budget, banks, and other creditors is directed to the payment of dividends, first to depositors, and then to participants with full responsibility. The profit of the enterprise is distributed in proportion to the share of each member of the limited partnership in the statutory fund. That is, participants with full responsibility and investors are paid dividends for each hryvnia of their assessment of their contribution to the statutory fund.

Leaving society

When a participant with full responsibility or a contributor leaves a limited partnership, he is paid a part of the value of the company's property at the exit in proportion to his share in the authorized capital of the company. The withdrawal of a general participant from a limited partnership is carried out in the same way as the procedure for withdrawing from a partnership.

Advantages and disadvantages

Positive when using this organizational and legal form is more effective management company in comparison with other companies, since the decision is made by a limited circle of persons, that is, only participants with full responsibility.

The disadvantage of this form is the existing regulation by the current legislation of the restrictive ratio between the contributions of participants with full responsibility and participants-depositors.

A limited partnership is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property (general partners), there are one or more participants (depositors, limited partners) who bear the risk of losses associated with the activities of the partnership , within the limits of the amounts of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership.

A person may 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 limited partnership is created and operates on the basis of a founding agreement. The memorandum of association is signed by all general partners.

The management of the activities of a limited partnership is carried out by general partners.

Investors are not entitled to participate in the management of the affairs of a limited partnership. They can act on his behalf only by proxy. They do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.

The contributor of a limited partnership is obliged to make a contribution to the statutory fund. The contribution is certified by a certificate of participation issued to the investor by the partnership.

The contributor of a limited partnership has the right:

• 1) receive a part of the profit due to its share in the authorized capital, in the manner prescribed by the constituent agreement;
• 2) get acquainted with the annual reports and balance sheets of the partnership;
• 3) at the end of the financial year, withdraw from the partnership and receive its contribution in the manner prescribed by the memorandum of association;

transfer its share in the authorized capital or part of it to another investor or third party.

A limited partnership, as well as a complete one, according to its legal characteristics, can be classified as a personal association.

A feature of a limited partnership that distinguishes it from a full partnership is the presence in it of two categories of participants that differ in their legal status - full participants (complementary) and contributors (limited partners). Full participants are responsible for managing the company, conducting entrepreneurial activities on its behalf, they are liable with all their property for the obligations of the company. The functions of investors are limited to providing the company with a certain capital in exchange for participation in the company's profits.

A limited partnership arises in those cases when full participants are not able to form the capital necessary for the activities of the company through their own efforts. To accumulate such capital, investors are allowed to join the company, but without the right to manage the company. Relations between the company and investors are not of a credit, but of an investment nature, which is more beneficial for the company (investors do not interfere in its activities, capital income is paid to investors only if the company has a profit, capital is invested for an unlimited period).

The following legal features are characteristic of a limited partnership:

2) the statutory fund in a limited partnership is not formed, the contributions of the participants constitute the share capital, the size and procedure for the formation of which is determined by the participants themselves. At the same time, the total share of investors cannot exceed 50% of the company's capital; by the time of registration of a limited partnership, each of the investors must make at least 25% of their contribution;

3) a limited partnership does not have management bodies - in relations with third parties, the partnership is represented by its participants with full responsibility;

4) acts on the basis of a memorandum of association, the content of which is determined by Art. 76 of the Law "On business companies".

The memorandum of association is the only document on the basis of which a limited partnership is established and operates.

The constituent agreement is drawn up in writing, and if there are individuals among the participants, then their signature on the agreement must be notarized.

Any limited partnership is an independent economic entity and demonstrates a clear separation between the founders and the company.