Economic partnership and society. The difference between a business partnership and a business partnership. Signs of business partnerships

Civil Code of the Russian Federation Article 66

(see text in previous edition)

1. Business partnerships and companies recognize corporate commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership.

The scope of powers of participants in a business partnership is determined in proportion to their shares in the company's charter capital. A different scope of powers of participants in a non-public business company may be provided for by the charter of the company, as well as by a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of the company’s participants provided for by it in a single State Register legal entities.

2. In the cases provided for by this Code, a business partnership may be created by one person who becomes its sole participant.

A business partnership may not have as its sole participant another business partnership consisting of one person, unless otherwise established by this Code or other law.

3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).

4. Business companies may be created in the legal form of a joint-stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.

Citizens and legal entities, as well as public legal entities, can be participants in economic companies and investors in limited partnerships.

6. State bodies and bodies local government is not entitled to participate on its own behalf in business partnerships and companies.

Institutions may be participants in economic companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.

The law may prohibit or restrict participation certain categories persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except as otherwise provided by law.

7. Features legal status credit institutions, insurance organizations, clearing organizations, specialized financial companies, specialized project financing companies, professional participants in the securities market, joint-stock investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial institutions, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

Business partnerships and companies are recognized as commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created at the expense of contributions of founders (participants), as well as acquired and produced by a business partnership or company in the course of its activities, belongs to it by the right of ownership.

In accordance with the Civil Code of the Russian Federation, individual entrepreneurs and legal entities (commercial organizations) can be participants in business partnerships and companies.

Depending on the nature of the association and the degree of responsibility of the participants for its obligations, business associations are divided into associations of persons And pooling of capital. A business partnership, as a rule, is an association of persons. Members of such a partnership unite not only monetary and other resources, but also their own activities. In the application of these funds, each participant has the right to conduct business, representation and management. An economic society is an association of capitals, which involves the addition of only capitals, and the management and operational management of the society is carried out by specially created bodies. The company itself is liable for the obligations of capital pooling, and the participants (founders) of the company themselves are exempted from the risk arising as a result of economic activity.

According to the Civil Code of the Russian Federation, business partnerships can be created in the form of a general partnership and a limited partnership (limited partnerships), business companies - in the form of a joint-stock company, a limited liability company and an additional liability company.

General partnership - is the association of two or more persons for the purpose of entrepreneurial activity on a joint basis in accordance with the agreement concluded between them and bear unlimited joint and several liability not only for the invested capital, but also for all their property.

A general partnership does not require a charter. It is created and operates on the basis of a constituent agreement signed by all members of the partnership. The memorandum of association specifies the name of the partnership, its location, the procedure for managing its activities, the size and composition of the share capital of the partnership, the procedure for changing the share of each of its participants, as well as information about the liability of participants in a general partnership for violation of obligations to make contributions, etc.

A general partnership is a legal entity, an independent firm, has a set of rights that allow it to act as a business entity.

The management of the partnership is carried out by common agreement of all participants. Each participant has one vote and the right to get acquainted with all documentation on the conduct of business and the right to act on behalf of the partnership, unless the constituent document establishes that all its participants conduct business jointly or the conduct of business is entrusted to individual participants.

At jointly administered affairs of the partnership by its participants, for the conclusion of each transaction, the consent of all participants in the partnership is required. If one or more members are entrusted with the conduct of the affairs of the partnership, then the other members, in order to conclude a transaction on behalf of the partnership, must have a power of attorney from the participant who is entrusted with the conduct of the affairs of the partnership.

Profits and losses of a general partnership are distributed among the participants in proportion to their shares in the share capital. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. If the property of the partnership is not sufficient to pay off the debts, the founders (participants) of the partnership are liable with their own property, in proportion to the contributions made to the general partnership. A participant who has withdrawn from the partnership shall be liable for the obligations of the partnership that arose prior to the moment of its withdrawal.

The united property intended for conducting entrepreneurial activities is a common shared property and belongs to all participants on a share basis. Each participant has his own share (share), corresponding to his property and cash deposits to a partnership. The share reflects that part of the monetary value of the property of the partnership, which belongs to this participant.

General partnerships are based on personal trust relationships, therefore they appeared and are developing as a form of family business, providing mainly paid services.

The form of a full partnership is not widely used in the construction industry, since it does not limit their liability for the obligations of the partnership, and the state does not establish any privileges for them.

Limited partnership (limited partnership) - this is an association of two or more persons on the basis of an agreement between them for the purpose of conducting joint economic activities. The fundamental difference between a limited partnership and a full partnership is that only one part of its members, called general partners, bears full subsidiary liability for the obligations of the partnership with all its property, and the other part of its members in the form of contributor members (limited partners) bears limited liability and is liable for obligations only with its share contribution to the company. Limited partners can make a contribution not only in cash, but also in the form of premises, vehicles, and in other ways.

This organizational and legal form expands the economic base of the partnership, allows you to accumulate funds for major business activities. But commandists must know very well those to whom they entrust their funds, and trust them, since the possibility of losses from unsuccessful conduct of business cannot be ruled out. Therefore, such partnerships are called partnerships in faith.

Limited partnerships do not have a charter; they are created and operate on the basis of a constituent agreement. The agreement includes the following provisions: the name of the partnership; the subject of his activity; location; duration of the partnership; the total amount of participants' contributions; share in the total contribution of all general partners and all partners in the distribution of profits, as well as other provisions.

The partnership is managed by the general partners. Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf except by proxy, they are not entitled to challenge the actions of general partners in the management and conduct of business of the partnership.

The contributor of the partnership has the right:

• 1) receive a part of the profit of the partnership due to its share in the share capital in the manner prescribed by the founding agreement;
• 2) get acquainted with the annual reports and balance sheets of the association;
• 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;
• 4) to transfer his share in the share capital or part of it to another investor or a third party.

A limited partnership has the same disadvantages as a general partnership. Its additional advantage is that it can attract funds from investors to increase its capital.

Business companies - this is the second group of organizational and legal forms in which collective entrepreneurship acts. They are divided into limited liability companies (LLC), additional liability companies (ALC) and joint-stock companies.

Limited liability companies (OOO). The main feature that determined the name and is one of the most important advantages of a limited liability company is that the participants (founders) of an LLC are liable for the obligations assumed by such a company only within the limits of their contributions to the capital of the LLC, and it is precisely in this meaning the responsibility of society is limited. The LLC itself, as a legal entity, is liable to creditors for obligations with all its property.

A limited liability company can only be recognized as an enterprise founded by one or more persons, having an authorized capital divided into shares. Shares are distributed between participants (founders) without public subscription and must be registered.

In accordance with the Civil Code of the Russian Federation, an LLC is a voluntary association of citizens, legal entities, both of them together for the purpose of carrying out joint economic activities through the initial formation of an authorized fund only at the expense of the contributions of the founders, who form the company. The founding document of an LLC is the constituent agreement signed by its founders and the charter approved by them. The memorandum of association usually includes the following provisions: the name of the company; its location, information about the founders, the purpose of creating an LLC, the procedure for the formation of property, authorized capital, the size and nature of the contributions of participants, information about the current account, the procedure and terms for making contributions from participants, the rights and obligations of members of the LLC, the distribution of profits of the company, information about the termination of activities Ltd., the term of the conclusion of the contract.

The authorized capital of an LLC must not be less than the amount determined by the law on limited liability companies. In addition, the authorized capital of an LLC must be at least half paid by its founders at the time of registration of the company, the remaining part of the authorized capital of the company is payable by its founders during the first year of the company's operation.

Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" regulates in detail the issues of managing a company: general meeting, board of directors (supervisory board), executive body (management board, directorate, general director, president, etc. .), audit committee.

The supreme body of an LLC is the general meeting of its participants, which elects the executive body. The executive body of the LLC may be elected not from among its members.

LLC has a number of characteristic features that distinguish it from other forms of enterprises:

• 1) the number of participants in an LLC should not exceed 50. If the number of participants exceeds 50, then this LLC must be transformed into an open joint stock company within a year;
• 2) an enterprise in the form of an LLC - for the most part small and medium-sized organizations, more mobile and flexible than joint-stock companies;
• 3) availability (creation) of share capital. Share certificates, unlike shares, are not securities and are not traded on the securities market. But it is allowed to issue bonds to raise additional funds in an amount not exceeding the size of the authorized capital;
• 4) each participant can leave the company at any time. At the same time, he must be paid: the share of profit due on the basis of the results of the company's work, the cost of his contribution to the authorized capital of the company and the value of a part of the property proportional to this contribution;
• 5) a participant may be expelled from the company only by a court decision, which protects him from the administrative arbitrariness of the company's management;
• 6) admission of new members is carried out only with the consent of all members of the LLC;
• 7) it is not necessary to publish its charter, data on the balance sheet, changes in the amount of capital and movements in the composition of the executive body - all this is of great convenience for entrepreneurs, as it gives them the opportunity, while limiting liability for the obligations of the company only with their contribution, to carry out all kinds of operations without betraying their publicity;
• 8) the participants are not liable for the obligations of the LLC, and the LLC is not liable for the obligations of the participants;
• 9) The structure of LLC is more simple. The management of the affairs of the company and the conclusion of transactions on behalf of the company are carried out by one or more managers, who may or may not be members of the company.

Additional Liability Company (ODO) is a kind of economic companies. It can be established by one or more persons, its authorized capital is divided into shares of sizes determined by the constituent documents. The participants of the company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company.

A feature of the ALC is that if the property of the company is insufficient to satisfy the claims of creditors, the participants in the ALC can be held liable for the debts of the company with their personal property in a solidary manner. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The provisions of the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies" apply to an additional liability company.

All the organizational and legal forms of entrepreneurship considered above are used mainly by small enterprises. Large-scale construction production requires other ways of attracting capital and using it, which would ensure the stable functioning of the enterprise. The experience of developing market relations abroad and in our country testifies to the effectiveness of the pooling of capital to create large industrial joint-stock companies.

Part 1 of the Civil Code of the Russian Federation and Federal Law No. 203-FZ of December 26, 1995 "On Joint-Stock Companies" determine the legal basis and status of a joint-stock company.

Joint-Stock Company (JSC) - a form of enterprise, the capital of which is formed by issuing and placing shares, and the participants in the enterprise (shareholders) are liable, limited only to the amount that was paid for the acquired shares. The difference between a limited liability company and a joint-stock company is that entrepreneurs unite in an LLC to joint work, and joint-stock companies unite, first of all, capital for its joint use. In both cases, the participants in the company are liable for the results of their activities, limited by their contributions. Only the company itself is liable for the obligations of a joint-stock company with its property.

A joint-stock company is created on the basis of a voluntary pooling of capitals of legal and individuals in order to make a profit by meeting public needs for their products (works, services).

A joint-stock company is a legal entity, bears property liability to creditors, owns property that is completely separate from the property of individual shareholders, owns cash share capital divided into shares.

Depending on the composition of the founders, the method of formation of the authorized capital and the status of its participants, the legislation distinguishes between two types of joint-stock companies: closed and open.

Closed Joint Stock Company (CJSC) is a company whose shares are distributed only among the founders, it does not have the right to conduct an open subscription and distribution of shares. CJSC shareholders have a pre-emptive right to purchase shares sold by other shareholders this society. The term for exercising the pre-emptive right cannot be less than 30 and more than 60 days. The number of participants in an open joint stock company must not exceed the number established by the law on joint stock companies.

public corporation (OJSC) forms the authorized capital by issuing and free public sale of shares without the consent of other shareholders. JSC is obliged to publish annually for general information: annual report, balance sheet, profit and loss account. The transformation of state or municipal property is focused on open corporatization, which makes it possible for a wide range of buyers to acquire shares, which makes it possible to transfer property to entrepreneurs for more efficient use.

The decision to establish a closed or open joint stock company is taken by the constituent assembly, where the number of founders of an open company is not limited. The founders conclude an agreement in writing between themselves, which determines the procedure for their implementation joint activities on the establishment of a company, the size of the authorized capital of the company, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the Law on Joint Stock Companies.

The constituent document of closed and open joint stock companies is the charter approved by the founders.

The charter of a joint-stock company must contain: the full and abbreviated name of the company, location, type of joint-stock company (open or closed), number, par value, categories of shares and types of preferred shares, the rights of owners of shares of each category, the size of the authorized capital, the structure and competence of the management bodies of the company and the procedure for making decisions by them, the procedure for preparing and holding a general meeting of shareholders, a list of issues that require a qualified majority of votes or unanimity, etc.

The authorized capital of a JSC is a certain amount of money, consisting of the nominal value of the company's shares acquired by shareholders. The size of the authorized capital of a JSC is determined by the founders based on the needs for cash to start the activities of the company, but cannot be less than the amount provided for by the Law on Joint Stock Companies.

The authorized capital of a joint-stock company is formed in two ways: through a public subscription for shares or through the distribution of shares among the founders. Since the law establishes the principle according to which the authorized capital is made up primarily of the contributions of its founders, and then the attraction of funds from shareholders, when a joint-stock company is established, all shares must be distributed among the founders, i.e. unacceptable open public subscription of shares until full payment of the authorized capital. The authorized capital may be increased either by increasing the par value of a share or by placing additional shares. However, it is not allowed to increase the authorized capital to cover the losses of the JSC. The minimum authorized capital of an open company must be at least 1,000 times the minimum wage as of the date of registration of the company, and closed society- not less than 100 times the amount of the minimum wage established by federal law.

Shares can be various kinds: registered and shares bearer, simple And privileged shares, etc. The share certifies the fact that its owner - the shareholder has made a certain contribution to the capital of the joint-stock company. It can be the subject of sale, donation, pledge. In addition, a share can generate income in the form of a share of the profits received by a joint-stock company and gives the right to participate in management.

One of the sources of attracting investments by a joint-stock company is the issue of bonds.

A joint stock company has the right to issue bonds for an amount not exceeding 25% of the authorized capital. A bond is a security that gives its owner the right to receive a fixed percentage within a specified period. Bonds can be registered and bearer.

The supreme governing body of a joint-stock company is the general meeting of its shareholders. The number of shares owned by a shareholder determines the number of his votes at the general meeting. The General Meeting is authorized to resolve such issues as: determining the general line of development of the company, changing the charter, approving the results of the JSC, electing the board, etc.

In joint-stock companies with more than fifty shareholders, a board of directors (supervisory board) is created. The number of members of the board of directors and issues related to their exclusive competence are established by the charter of the company.

Management current activities of the company is carried out by the unanimous executive body of the company (general director, director) or the collegial executive body of the company (board, directorate). The JSC Executive Committee carries out day-to-day management of the company's activities and is accountable to the Board of Directors (Supervisory Board) and the General Meeting of Shareholders.

Joint stock companies have the following advantages:

• 1) the ability to attract additional investment by issuing shares allows you to combine an almost unlimited number of investors, including small ones, while maintaining control of large investors over the activities of the company;
• 2) they limit the liability of partners-shareholders to the value of shares in the event of a common economic interest, while the shareholders are not liable for the obligations of the company to its creditors;
• 3) the rights of shareholders are divided into property and personal. Personal rights include the right to participate in voting at general meetings, and property rights - the right to receive a dividend and part of the value of the company's property upon liquidation;
• 4) small powers of shareholders in the field of management and large powers in the field of control;
• 5) responsibility of members of the board of directors, CEO, members of the board for the results of the company's activities.

The current legislation provides for the reorganization and liquidation of a joint stock company by decision of the general meeting of shareholders. The main forms of reorganization: merger, accession, separation, separation and transformation.

With the authorized (share) capital divided into shares (contributions) of the founders (participants).

Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it on.

Business partnerships (Article 69 - 86 of the Civil Code of the Russian Federation) can be created in the form full partnership and partnership on faith (limited partnership).

General partnership

The partnership is recognized as full, the participants (general partners) of which, in accordance with the agreement concluded between them, are engaged on behalf of the partnership and are liable for its obligations with their property.

Participants general and limited partnerships (limited partnerships) can be like so and commercial organizations. The property of such partnerships, created at the expense of contributions, produced and acquired in the course of economic activity, belongs to the partnership on the basis of ownership.

A person may be a general partner of only one partnership. There cannot be less than two participants in a general partnership.

The only founding document of the partnership is its memorandum of association. It must be signed by all general partners.

The contribution to the share capital can be money, as well as property rights that have a monetary value. The management of the activities of a general partnership is carried out by common consent of all its participants. Each participant has one vote and is entitled to deal with all documentation for the conduct of business.

Each participant in a general partnership has the right to act on behalf of the partnership, unless the memorandum of association establishes that all its participants conduct business jointly. In the case of joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction. If the conduct of affairs is entrusted to one or some members, then the remaining members, in order to make a transaction on behalf of the partnership, must have a power of attorney from the participant who is entrusted with the conduct of the affairs of the partnership.

Profit and loss of a general partnership are distributed among the participants in proportion to their shares in the share capital.

Participants of a full partnership jointly and severally bear subsidized liability with their property for the obligations of the partnership. Subsidized liability means the additional liability of all "comrades" in proportion to the size of their contribution.

Faith partnership

A limited partnership (Articles 82 - 86 of the Civil Code of the Russian Federation), also called a limited partnership, differs from a general partnership in that, along with general partners, it has one or more participants of contributors (limited partners). The latter 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 implementation of entrepreneurial activities by the partnership. Therefore, investors can be citizens and any legal entities, and not just individual entrepreneurs and commercial organizations.

State bodies and local self-government bodies are not entitled to become investors in limited partnership unless otherwise provided by law.

A limited partnership is created and operates on the basis of a constituent agreement.

Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf otherwise than by proxy.

The contributor of a limited partnership has the right to:

• To receive a part of the partnership's profit due to its share in the share capital.
• Get acquainted with the annual reports and balance sheets of the partnership.

Liquidation of a limited partnership

A limited partnership is liquidated when all the contributors participating in it retire. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Business companies

Business companies may be created in the form of a joint-stock company, a limited liability company or with additional liability.

Limited Liability Company

Limited Liability Company is a company founded by one or more persons, the constituent capital of which is divided into shares of the sizes determined by the constituent documents.

The rights and obligations of participants in a limited liability company are determined in the memorandum of association and the charter in relation to Art. 67 of the Civil Code of the Russian Federation.

Additional Liability Company

A company founded by one or more persons is recognized, authorized capital which is divided into shares of sizes determined by the constituent documents.

Members such a society in solidarity bear subsidiary responsibility for his obligations with his property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. Participants in an additional liability company are liable with their property in precisely defined amounts, multiples of their contributions. Since the authorized capital of the company cannot be less than 100 times the amount minimum wage labor, insofar as a company with additional liability has great opportunities to guarantee the interests of its creditors.

Joint-Stock Company

Legal regulation of a joint-stock company (JSC) along with the Civil Code of the Russian Federation ( Art. 96-104) is determined by the federal law of December 26, 1995 No. 208-FZ “ About Joint Stock Companies”, and in terms of joint-stock companies created in the process of privatization of state (municipal) enterprises, corporatization in industries Agriculture and joint-stock banks - and special federal laws.

It is recognized, the authorized capital of which is divided into a certain number of shares, certifying the mandatory rights of participants (shareholders) (Article 2 of the Federal Law “On Joint Stock Companies”).

Joint stock companies are created in the constituent order, but the Federal Law “On Joint Stock Companies” separates the general and special procedures for the establishment of joint-stock companies.

The Law “On Joint Stock Companies” gives Special attention formation of joint stock companies through their reorganization (merger, accession, separation and division), as well as the transformation of companies.

Founders

JSC founders both legal entities and citizens, including foreign persons, can act in accordance with the law of July 9, 1999 No. 160-FZ “On foreign investment”.The number of founders of a closed JSC cannot exceed 50 persons. State bodies (local self-government bodies), unless otherwise established by federal laws, may not act as founders of a JSC.

The joint-stock company acquires the rights legal entity since his state registration.

The founding document of a JSC is its charter.

The charter of the JSC must contain all the main characteristics of the JSC, as defined in paragraph 3 of Art. 98 and paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, art. 11 of the Federal Law “On Joint Stock Companies”.

JSC must have a name and location. At the same time, the name of the joint-stock company must contain an indication that this is a joint-stock company and its type.

Authorized capital

Minimum authorized capital JSC is defined by the legislator for open societies- Not less than 1000 times, A closed society - at least 100 times the amount of the minimum wage established by federal law on the date of registration of the company.

The legislation distinguishes two types of joint-stock companies: open and closed - depending on the composition of the founders, the method of formation of the authorized capital, and, accordingly, the status of its participants (Article 97 of the Civil Code of the Russian Federation).

A company is recognized as closed, the shares of which are distributed only among the founders and other circle of persons specified in advance.

Shareholders of a closed company have a pre-emptive right to acquire shares sold by other shareholders (clause 2, article 997 of the Civil Code of the Russian Federation).

AO provides three-tier control system: a general meeting, a board of directors (supervisory board), which is mandatory if there are more than 50 participants in the company, and an executive body (sole or collective).

The competence of the General Meeting of Shareholders includes the following issues:

• reorganization and liquidation of the company;
• increase and decrease of the authorized capital;
• formation of the executive body;
• approval of annual reports, balance sheets, profit and loss accounts, distribution of profits and losses, etc.

The board of directors carries out general management of the company's activities, with the exception of those that are referred to the exclusive competence of the general meeting.

The management of the current activities of the JSC is carried out individually or by a collegial body.

Shareholders are not liable for the obligations of the company and bear the risk associated with their activities to the extent of their shares.

Subsidiaries and affiliates

Subsidiary a business company is recognized if another main business company or partnership, by virtue of a predominant participation in its authorized capital or in accordance with an agreement concluded between them, or otherwise has the ability to determine decisions made by such a company.

The subsidiary is not liable for the debts of the parent company. The parent company, which has the right to issue mandatory instructions to the subsidiary, shall be jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. In case of insolvency of a subsidiary company through the fault of the main company (partnership), the latter bears subsidiary liability for its debts.

The economic company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of the joint-stock company, or 20% of the charter capital of a limited liability company. Only a joint-stock company and a limited liability company can be both dependent and predominant. The limits of mutual participation of economic companies in each other's charter capitals and the number of votes that one of such companies can use at a general meeting of participants or shareholders of another company are determined by law.

As a rule, it has rather limited capabilities and applies mostly to small businesses.

For the same variety as large business, as a rule, it is relevant to combine the efforts of several people at once, which as a result turns into a collective business.

Business partnerships are such associations of several partners for the purpose of organizing joint entrepreneurial activities or businesses, in which the participation of all individuals is necessarily sealed by an agreement or a written agreement. The persons signing this main agreement are considered founders.

They have a full right to participate in the management of all affairs, the distribution of profits, receive information about all types of activities of the partnership, and familiarize themselves with all documentation. In addition, in the event of liquidation of the partnership, the founders receive a part of its property or an appropriate monetary equivalent.

For a closer and more fruitful union, business partnerships, as a rule, are formalized as enterprises in which not only the efforts, but also the capitals of their founders are combined. Initially made contribution is called stock or statutory.

Depending on the type of property liability, partnerships are divided into full and limited.

According to the Civil Code, business partnerships are commercial, i.e. organizations whose main goal is to make a profit. At the same time, partnerships that do not have legal status, do not have the right to be considered independent entities, tk. do not have a charter, sometimes even a name.

Business partnerships and companies may have fixed assets as their property capital, such as buildings, equipment, structures, working capital- stocks of materials, raw materials, finished goods, work in progress, cash resources and other values.

A partnership must have at least two participants, and its only founding document is an agreement signed by all the founders, called general partners.

In turn, an economic company is the most classical, universal and most common form of corporation throughout the world.

Today, Russian legislation provides for three legal organizational forms of business entities.

The most common is a limited liability company. It can be established by several or one person. It is sometimes divided into shares.

In turn, participants in another form - companies with additional liability, have solidarity in a specifically defined amount, a multiple of their contributions.

Another form - a joint-stock company, becomes a legal entity from the moment it receives state registration. It must have a specific address and, of course, a name.

In this case, a joint-stock company can be of two types - closed and open. Each type is determined by the way in which the authorized capital is formed, the composition of the founders and, as a result, the status of the participants.

For example, in a closed joint-stock company, all shares are distributed among a certain circle of persons indicated in advance, who have the pre-emptive right to acquire them from other shareholders.

Introduction.

The purpose of this essay is to define the concept of business partnerships and companies, to study certain types of business partnerships and companies, to consider the legal status of their participants, the procedure for managing and doing business in business partnerships and companies, as well as establishing the procedure for their liquidation and reorganization.

I will try to identify common features and differences between business partnerships and companies.

The concept of business partnerships and their types.

In Russian law under economic partnerships contractual associations of several persons for the joint conduct of entrepreneurial activities under a common name.

A distinction is made between a general partnership and a partnership in faith.

General partnership- contractual, voluntary association of participants for doing business. A characteristic feature of a full partnership is the high degree and measure of property responsibility of its participants for the fulfillment of their obligations. In the event of debts of the partnership, its participants are liable for obligations not only with the property that they contributed and combined for entrepreneurship, but also with all their personal property. Members of a general partnership bear unlimited liability for the obligations of the partnership. The management of the activities of a general partnership is carried out by common agreement of all participants. Each participant in the partnership, regardless of whether he is authorized to conduct business of the partnership, has the right to get acquainted with all the documentation on the conduct of business. Each participant in a general partnership has the right to act on behalf of the partnership. Being by its nature an association of persons, a general partnership cannot consist of a single participant, and if this happens, it must be transformed into a business company or liquidated.

Faith partnership like a general partnership, it is an association of several persons and (or) legal entities on the basis of an agreement between them for the purpose of conducting joint economic activities. But the fundamental difference between a limited partnership and a full partnership is that only a part of its members, called full partners, bears full joint and several liability for the obligations of the partnership with all their property. The other part in the form of members - contributors bears limited liability and is liable for obligations only within the limits of their contribution (shares of capital. The management of the activities of a limited partnership is carried out by general partners. Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf otherwise than 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. A limited partnership is liquidated when all the investors participating in it leave. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership. faith, including in the event of bankruptcy, investors have a preferential right over general partners to receive contributions from the property of the partnership remaining after satisfaction of the claims of its creditors.The remaining property of the partnership after this is distributed among the general partners and investors in proportion to their shares in the joint capital of the partnership.

The concept of economic companies and their types.

Business companies are understood as organizations created by one or more persons by combining (separating) their property for conducting entrepreneurial activities, and the personal participation of members of the society in its activities is not necessary.

Among economic companies, a limited liability company, an additional liability company, a joint-stock company and subsidiaries and affiliates are distinguished.

1) Limited Liability Company

A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. An LLC can be established by one person who becomes its sole member. An LLC cannot have another economic company consisting of one person as the sole participant. A participant in an LLC has the right to withdraw from the LLC at any time, regardless of the consent of its other participants. The number of participants in an LLC must not exceed fifty.

Additional Liability Company

An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company. Liability is subsidiary, which means that claims against participants can only be made if the company's property is insufficient for settlements with creditors. liability is joint and several in nature, therefore, creditors have the right to present claims to any of the participants, who is obliged to satisfy them. members share the same responsibility. The company name of a company with additional liability must contain the name of the company and the words "with additional liability".

Joint-Stock Company

A joint stock company (JSC) is a company whose authorized capital is divided into a certain number of shares; JSC participants (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. The authorized capital of a JSC is formalized in shares. upon withdrawal from the company, the shareholder cannot demand from the company any payments or extraditions due to his share, he receives compensation for the alienated shares. A distinctive feature of a joint-stock company is that it allows people to invest in production and trade who do not want or are unable to engage in entrepreneurship. By buying shares, they give money for the development of the business, and become co-owners of the company without the risk of losing, if it fails, an amount greater than that spent on the purchase of securities.

JSCs are divided into open JSCs (JSC) and closed JSCs (CJSC).

A joint-stock company whose members may alienate their shares without the consent of the shareholders is recognized open AO.

Closed Joint Stock Company(common abbreviation - CJSC) - a joint-stock company, the shares of which are distributed only among the founders or a predetermined circle of persons (as opposed to an open one). Shareholders of such a company have a preemptive right to purchase shares sold by other shareholders. The number of participants in a closed joint stock company is limited by law. As a rule, a closed joint-stock company is not required to publish financial statements for the public, unless otherwise provided by law.

Subsidiaries and affiliates

The economic society is recognized child if another (main) economic company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine decisions made by such a company. A subsidiary company is not liable for the debts of the main company (partnership). In case of insolvency (bankruptcy) of a subsidiary company through the fault of the main company (partnership), the latter bears subsidiary liability for its debts.

The economic society is recognized dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company.

Comparative characteristics of business partnerships and companies.

Business partnerships and companies are a generic concept denoting several independent types of commercial legal entities, which have in common that their authorized (share) capital is divided into shares. This is what distinguishes business partnerships and companies from other commercial organizations.

Partnerships and societies have many common features . These include the following:

capital is divided into shares;

are commercial organizations;

are created on a voluntary basis (as a rule, contractual);

endowed with general legal capacity (Article 49 of the Civil Code of the Russian Federation);

are the sole and sole owners of the property;

property is formed at the expense of contributions of the founders (participants), as well as produced and acquired property in the course of their activities;

have the same type of management structure, in which supreme body the general meeting of their participants is recognized;

can be transformed from partnerships and companies of one type into partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants.

can not participate in partnerships and societies

state bodies and local governments

participants have similar rights and obligations. Members

a business partnership or company has the right: to participate in managing the affairs of the partnership or company, with the exception of cases provided for by the Civil Code of the Russian Federation, to receive information about the activities of the partnership or company and to get acquainted with its accounting books and other documentation in the manner established by the constituent documents; take part in the distribution of profits; receive, in the event of liquidation of the partnership or company, part of the property remaining after settlements with creditors, or its value.

Participants of a business partnership or company are obliged: to make contributions in the manner, amount, methods and within the time limits provided for by the constituent documents; not to disclose confidential information about the activities of the partnership or company.

Partnerships and societies also have differences:

a partnership is an association of persons; society is an association

capitals;

Only legal entities can be members of a partnership

and individual entrepreneurs, and the participants of the company can be any subjects of civil law;

partnership is characterized by full ownership

the liability of partners with their personal property for the obligations of the partnership (on a subsidiary basis), while the participants in the company do not bear any property liability (except for a company with additional liability), they only bear the risk of losses in the amount of these contributions;

partnership presupposes the personal participation of comrades in its

affairs, the company does not imply the mandatory personal participation of the founders (participants) in their affairs;

specific entrepreneur (or commercial organization)

can be a member of only one partnership at a time;

partners act on his behalf and therefore do not

need special executive bodies of this legal entity; the participants of the company do not have the right to act on its behalf, therefore the companies have executive bodies;

the only founding document of the partnership is

memorandum of association, companies - articles of association and memorandum of association;

set for society minimum size authorized

capital, while in relation to partnerships there is no such rule,

Conclusion.

So, I defined the concepts of business partnerships and companies, studied certain types of business partnerships and companies, examined the legal status of their participants, the procedure for managing and doing business in business partnerships and companies, and also established the procedure for their liquidation and reorganization.

Having studied this topic in more detail, I saw that partnerships and societies have many common features.

Firstly, they are all commercial organizations that set the main task of making a profit and distributing it among the participants.

Secondly, societies and partnerships are the single and sole owners of their property.

Thirdly, participants in societies and partnerships lose the right of ownership to the property transferred in the form of contributions to the company or partnership. In return, they receive liability rights of claim.

Fourthly, companies and partnerships are formed under the agreement of their founders (first participants), that is, on a voluntary basis.

There are also differences between them.

Firstly, partnerships are considered by law as associations of persons, while companies are considered as associations of capital.

Secondly, the participants in partnerships bear unlimited liability for their debts with all their property, while in companies the participants are not liable at all for their debts, but only bear the risk of losses.

List of used literature.

Regulatory material:

Civil Code of the Russian Federation.

Federal Law of December 26, 1995 N 208-FZ "On joint-stock companies".

Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies".

Literature:

Golovanov N. M. Legal entities. St. Petersburg, 2003, p.528.

Iontsev M. G. Joint stock companies. Legal basis. property relations. Protecting the rights of shareholders. M., 1999, p.114.

Krasavchikov OA Essence of a legal entity. M., 1976, p.255.