Camaraderie: France The game of football is deeply rooted in Danone's corporate culture. This sport breathes life into Danone's values ​​and helps to spread them, as well as giving a huge number of employees the opportunity to get to know each other.

4.2. Business partnerships and companies The legal status of business partnerships is determined by paragraph 2 of Chapter 4 of the Civil Code of the Russian Federation. A general partnership is a business partnership, the participants of which (general partners) in accordance with the agreement concluded between them

STATE EDUCATIONAL INSTITUTION

HIGHER PROFESSIONAL EDUCATION

MOSCOW STATE UNIVERSITY

INSTRUMENT AND INFORMATICS

Faculty of Management and Law

Department of Civil Law

abstract

in the discipline "Civil Law"

on the topic: « Business partnerships and companies »

Completed by: 2nd year student

distance learning

faculty of ZDO spec. 030501

group UP-2

Ekimova Marina Valentinovna

Checked by: Associate Professor, PhD in Law:

Khovrina Ludmila Viktorovna

Moscow - 2010

Introduction

1. Comparative characteristics of business partnerships and companies

2. Business partnerships

A) general partnership

B) Faith partnership

3. Business companies

A) Limited Liability Company

B) Company with additional liability

C) Joint stock company

4. Subsidiaries and dependent companies. Affiliates

Conclusion

List of used literature, legal acts

Introduction

The state pays great attention to issues related to business partnerships and companies. This is due to the fact that in the twentieth century the importance of the institution of a legal entity increased. 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 produced and acquired by a business partnership or company in the course of its activity, belongs to it by the right of ownership. In the cases provided for by the Civil Code of the Russian Federation, a business company may be created by one person who becomes its sole participant.

Business partnerships and companies are the most common and universal form of association and separation of property for the most various kinds entrepreneurial activity. It is the predominance of business partnerships and companies that characterizes a developed market turnover.

The Civil Code of the Russian Federation provides for a fairly wide range of legal forms of collective farming, which meets both modern international standards and domestic economic realities. The organizational and legal forms of economic partnerships or companies are capable of serving the interests of both individual merchants, small family groups, and giant groups of shareholders who are unfamiliar with each other.

1. Comparative characteristics of business partnerships and companies

These types of commercial organizations are the traditional, most common form of collective entrepreneurship in ordinary property turnover. That's why they open the list certain types legal entities established by law. Such associations created by entrepreneurs are usually called companies or firms in European law, and corporations in American law. In Russia, they were previously called trading partnerships, since commercial activity identified primarily with trade. The absence of private commerce in the former legal order forced the use of a more "neutral" and broader concept of "economic activity". Taking into account these traditions, the Civil Code also uses the term "economic" in relation to trade (commercial) partnerships and companies.

Partnerships and societies have many features in common. All of them are commercial organizations created on a voluntary (as a rule, contractual) basis on the basis of membership (corporate), and are endowed by law with general legal capacity. They become the sole and sole owners of the property formed at the expense of the contributions of the founders (participants), as well as produced and acquired in the course of their activities, which makes them independent, full-fledged participants in the property turnover.

Business partnerships in Russian law are understood as contractual associations of several persons for the joint conduct of entrepreneurial activities under a common name.

Business companies are organizations created by one or more persons by combining (separating) their property for doing business.

The main actor of any partnership - a general partner - bears unlimited liability for the obligations of the company with all his property. Therefore, in partnerships, unlike companies, the founders, as a rule, take a personal part in the affairs of the enterprise. For the same reason, a person may be a general partner in only one partnership. The circle of founders is usually much narrower than in societies, due to the personal trust relationship between them. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations. Citizens and legal entities may be participants in economic companies and contributors in limited partnerships. State bodies and local self-government bodies are not entitled to act as participants in economic companies and investors in limited partnerships, unless otherwise provided by law. Institutions may be participants in economic companies and investors in partnerships with the permission of the owner, unless otherwise provided by law. The law may prohibit or restrict participation certain categories citizens in business partnerships and companies, with the exception of open joint-stock companies. Entrepreneurship is always associated with increased property risk, so the legislator considers legal status citizens and non-profit organizations incompatible with the status of a full partner.

For business companies, it is characteristic to combine not so much the personal efforts of the participants as their property. Participants are not liable for the obligations of the firm (with the exception of companies with additional liability), and their entrepreneurial risk limited by the amount of contributions to the authorized capital. Therefore, it is the size of the authorized capital of the company that is the main guarantee of the interests of creditors and acquires special significance, uncharacteristic for partnerships. Reducing the size of the authorized capital of the company is possible only after notifying all of its creditors, who in this case acquire the right to demand early termination or fulfillment of obligations and compensation for losses (as in the case of reorganization).

So, in business companies and partnerships “a) personal participation is gradually reduced as the capitalist element grows; b) the scope of responsibility decreases as the capitalist element grows stronger.”

Like any commercial organization, a business company or partnership must have an authorized (share) capital that forms the property base of its activities and guarantees the interests of creditors. Authorized capital - this is the amount of all contributions fixed by the constituent documents and valued in rubles, which the founders (founder) decided to combine when creating a legal entity.

Before the adoption of a special law on the registration of legal entities, the minimum amount of the authorized capital of commercial organizations (with the exception of joint-stock companies) is determined by Decree of the President of the Russian Federation of July 8, 1994 No. 1482, and the Federal Law "On Joint-Stock Companies" is established for joint-stock companies. According to these regulations the minimum authorized capital of open joint-stock companies, as well as enterprises of organizational and legal forms with the participation of foreign investments, is determined in the amount of 1000 times the amount of the minimum monthly wage, and for all other enterprises, including closed joint-stock companies - in the amount of 100 times the amount of the minimum monthly salary.

Any transferable property, including property rights, can act as a contribution to the authorized capital. The main criterion for the admissibility of certain contributions to the authorized capital is their ability to increase the amount of the company's assets. Therefore, for example, the law does not allow making contributions to the authorized capital of business companies by offsetting the founder's claims against the company. The cost of contributions to the authorized capital is determined by agreement of the parties, but in some cases is subject to independent expert evaluation.

characteristics business partnership society

2. Business partnerships

Business partnerships are contractual associations created by two or more persons for joint business activities under the name of a legal entity. Since at least one member of any partnership is a general partner, i.e. is liable for the obligations of the partnership with all its property, such participants are interested in the personal management of the affairs of the legal entity.

Business partnerships are divided into two types: general partnerships and limited partnerships.

Participants in general partnerships and general partners in limited partnerships can only be entrepreneurs and commercial organizations, while participants in business companies - in addition to legal entities, can also be individuals.

A) general partnership

A business partnership whose participants jointly and severally bear subsidiary (additional) liability for its obligations with all their property, called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

A general partnership is the oldest of all organizational and legal forms of business partnerships and companies. In this form, the personal element is most clearly expressed and, on the contrary, there is no limitation on the liability of participants for the obligations of the partnership. Therefore, the use of the form of a full partnership is associated with an increased risk for its participants. However, it is precisely with this shortcoming that the advantages of a general partnership are closely related, which make it a very attractive form of entrepreneurship. Since the claims of creditors of a general partnership are guaranteed not only by the share capital, but also by the personal property of the comrades, it, as a rule, does not experience any particular difficulties in obtaining a loan. A general partnership usually inspires confidence among commercial partners as well. the property risk assumed by its participants speaks of the seriousness of their intentions and the solidity of the enterprise. Finally, general partnerships are not subject to any requirements regarding the publication of the results of activities and reporting documents.

The Civil Code proceeds from the principle of the truth of the company, according to which the company name of the partnership must include the true names (names) of all its participants. You can also limit yourself to indicating the name (name) of one of the general partners with the addition of the words “... and company” to it (for example: “Full partnership“ Zhdanov and company ”). When changing the personal composition of the participants in such a partnership, it is necessary to make appropriate changes to the company.

The legislator distinguishes between the cases of managing a general partnership and managing the affairs of a partnership. The management of the partnership is carried out on the basis of decisions taken by all participants unanimously or by a majority vote (if the latter is provided for by the founding agreement). The conduct of business, that is, the representation of the interests of a full partnership in circulation, as a general rule, is carried out by each of the participants. In this case, a general partnership as a legal entity has several independent and equal bodies (according to the number of participants). The memorandum of association may also establish other schemes of bodies of a general partnership, for example: the conduct of business by all participants jointly (one collegial body) or by some of them (one or more sole bodies). It is important to note that the above options organizational structure partnerships cannot be applied simultaneously. Therefore, the assignment of conducting business of a general partnership to one of the participants deprives the rest of the rights to represent the interests of the company without a power of attorney.

Legislative regulation of the size of the share capital of a general partnership is only relevant for its registration. In the future, neither a decrease in the share capital, nor even its complete loss, entail dramatic consequences.

Claims of creditors must be presented to the partnership itself, and only in case of insufficiency of its property - to general partners. The general rules governing joint and several liability are enshrined in Art. 322-325 GK. Its specificity in a full partnership lies in the fact that both the initial participants (founders) and subsequent ones are equally liable for all obligations, regardless of the time of their occurrence. Withdrawal or exclusion from the partnership also does not immediately terminate the joint and several liability of the participants: the retired partner continues to be liable for the obligations that arose before his retirement for another two years from the date of approval of the company's report for the year in which he left it.

A change in the personal composition of participants (withdrawal, exclusion, death or loss of full legal capacity by a citizen, recognition of him as missing, liquidation or forced reorganization of a legal entity), as a general rule, entails the liquidation of a full partnership. Other may be provided by the founding agreement or agreement of the remaining participants. A change in the property status of a participant has similar consequences - declaring him bankrupt or foreclosing by creditors on his share in the share capital. 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.

B) Faith partnership

A business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners), who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

A limited partnership (limited partnership) is a later organizational and legal form compared to a full partnership. In a limited partnership, there is a tendency to limit the liability of the participants. In addition, unlike a full partnership, a limited partnership can be joined by persons who do not intend to personally participate in its activities, but only make a property contribution.

Similarly to a general partnership, the company name of a limited partnership must contain the names (names) of all or at least one general partner (in the latter case - with the addition of the words - "... and the company"). Historically, this form of commercial enterprise originated in the Middle Ages and became widespread as a way to attract the capital of anonymous investors to the trading industry. Along with the memorandum of association, the Civil Code mentions a certificate of participation, certifying the contribution to the share capital. The specified certificate is not a security, since it is not classified as such by the legislation on securities, and also because the contribution certified by the certificate can be partially transferred. This means that a certificate of participation cannot be the only document certifying the rights of membership of a limited partner in a partnership. In addition, paragraph 1 of Art. 85 of the Civil Code clearly speaks of the obligation of the limited partner to contribute, which, therefore, exists even before the moment of its introduction. All this leads to the conclusion that the relations of fellow contributors and general partners should be regulated by an agreement. And if this is not a memorandum of association, then it must be some other, conditionally called an agreement on participation in a partnership. Such a legal structure, indeed, allows you to keep the absolute secret of the identity of the limited partner (even from the state), but still seems to be extremely contradictory. Figuratively speaking, a limited partnership, as it were, includes two relatively independent structures: a general partnership and a group (or one) of fellow contributors. A distinctive feature of the limited partner's rights to the property of the partnership is that when leaving the enterprise, he has the right to claim only the return of his contribution, and not to receive an appropriate share in the property of the company. However, in the event of liquidation of the company, the partner-contributor participates in the distribution of the liquidation balance on an equal basis with general partners. The grounds for the liquidation of a limited partnership have significant specifics. In particular, a limited partnership is maintained if at least one general partner and one limited partner remain in it.

In the part that does not affect the legal status of limited partners, a limited partnership is similar to a general partnership, therefore everything said about general partnerships also applies to limited partnerships.

3. Business companies

Business companies are organizations created by one or more persons by combining and separating part of their property for doing business. Here, the guarantee of the rights of creditors is the property of a legal entity (in particular, its authorized capital), since only at the expense of it, and not at the expense of the property of the founders, the claims of the company's creditors can be satisfied. Thus, in business companies, the degree of separation of property (and, as a result, property liability) of a legal entity from the property of the founders is significantly higher than in business partnerships. Business companies are traditionally called capital associations, while business partnerships are called associations of persons. Relations between the participants in a partnership, each of which has the right to conduct its affairs (if we are talking about general partners), are assumed to be more trusting than relations between participants in economic companies.

A) Limited Liability Company

A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons who are not liable for its obligations, called a limited liability company.

The founding documents of a limited liability company (LLC) are the charter and memorandum of association (the latter cannot be concluded if there is only one member in the company). The corporate name of the company is based on general rules, for example: “LLC April”. LLC is one of the so-called. "associations of capital" and, unlike partnerships, the personal element plays a subordinate role in it. However, in comparison with joint-stock companies, LLCs are distinguished by closer relations of participants, a more closed nature of membership. The maximum number of participants in a limited liability company cannot exceed 50. If this limit is exceeded, the participants in the company are obliged to transform it into a joint-stock company within a year or reduce the number to the maximum allowable; Otherwise, the company is subject to liquidation in a judicial proceeding.

The basis of the property of an LLC is the authorized capital, formed from the value of the contributions of the founders. The authorized capital at the time of state registration of the company must be paid at least half; the remaining part must be paid during the first year of the company's operation. Failure to comply with this requirement will result in Negative consequences for participants who have not made their contributions in full: they are jointly and severally liable for the obligations of the company within the limits of the unpaid part of the contributions. Certain consequences also occur for the company itself, which, in the above case, must declare a decrease in its authorized capital and register the decrease in the prescribed manner or carry out a liquidation procedure.

The rights of participants in relation to the company (to participate in management, information, profit share, liquidation balance, etc.) are implemented within the framework of a single obligation, which can be described as a share obligation with an active plurality of persons, since the company itself acts as its obligated party, and authorized - all participants. Therefore, the transfer of a share in the authorized capital actually means the assignment of a share in a single set of rights belonging to all participants taken together, that is, an assignment.

The transfer by a participant of his share (or part thereof) in the authorized capital to other participants of the company is his unconditional right, while its alienation to third parties may be prohibited by the charter or subject to obtaining the consent of other participants. The company itself can also act as the acquirer of the share. Formally, this should lead to a decrease in the authorized capital of the company according to the rules on the termination of an obligation by the coincidence of the debtor and creditor in one person. However, such consequences will occur only if the company does not sell the acquired share to other participants or third parties within the prescribed period.

Termination of membership in a company can occur not only as a result of the alienation of a share, but also by the withdrawal of a participant from the company.

The legal status of the governing bodies of the company should be regulated in detail by the law mentioned above. The Civil Code establishes in this area only the most general rules. The supreme governing body of the company is the general meeting of its participants, one vote in which corresponds to one share in the authorized capital. The exclusive competence of the general meeting is listed in paragraph 3 of Art. 91 of the Civil Code and includes: changing the charter of the company and the size of its authorized capital, the formation and termination of the executive bodies of the company, approval of annual reports and balance sheets, distribution of profits and losses, reorganization and liquidation of the company, election of its audit commission(auditor).

How supreme body management, the general meeting of participants in an LLC has exclusive competence on the most important issues of the company's activities. These issues are listed in paragraph 3 of Art. 91 of the Civil Code, as well as paragraph 2 of Art. 33 of the Federal Law of the Russian Federation "On Limited Liability Companies". These include: determining the main directions of the company's activities, changing its constituent documents, forming executive bodies, electing and early termination of the powers of the audit commission, approving annual reports and balance sheets, distributing net profit, decision-making on reorganization and liquidation and other issues. The solution of these issues cannot be submitted for consideration to other bodies of the legal entity.

Changes in the personal composition of the participants in a limited liability company, as well as in their property status, do not lead to its liquidation. The society continues to function, even if there is only one member left in it.

B) Company with additional liability

A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital, called a limited liability company.

The specificity of a company with additional liability lies in the special nature of the property liability of participants for its debts.

Firstly, this liability is subsidiary, which means that claims against participants can only be made if the company's property is insufficient for settlements with creditors.

Secondly, liability is joint and several in nature, therefore, creditors have the right to fully or in any part make claims against any of the participants, who is obliged to satisfy them.

Thirdly, the participants bear the same responsibility, i.e., equally a multiple of the size of their contributions to the authorized capital. Fourthly, the total amount of responsibility of all participants is determined by the constituent documents as a multiple (two, three, etc.) of the size of the authorized capital.

Otherwise, this type of company is not much different from limited liability companies.

C) Joint stock company

A commercial organization formed by one or more persons who are not liable for its obligations, the joint capital, divided into shares, the rights to which are certified by securities - shares, called a joint stock company.

The main difference between a JSC and other legal entities lies in the method of securing the rights of a participant in relation to the company: by certifying them with shares. This, in turn, determines the specifics of the exercise of rights under the shares and their transfer.

The charter is recognized as the only founding document of a JSC, which emphasizes the formal nature of personal participation in the company, and is approved at a meeting of founders. At the same time, the Civil Code also speaks of the conclusion of a constituent agreement that regulates the relations of the founders in the process of creating a JSC. Such an agreement serves as an auxiliary tool that facilitates the creation of a joint-stock company, as a rule, it is not submitted for registration and can subsequently be terminated without prejudice to the company itself.

The authorized capital of a joint-stock company is equal to the nominal value of shares acquired by shareholders - ordinary and preferred. Making a contribution to the authorized capital of the company means at the same time making a contract for the sale of shares. The seller in this agreement is the company itself, which is not entitled to refuse to conclude it with the founder. One of the features of the share purchase and sale agreement is that the delay in payment for the share beyond the time limits specified by the charter of the joint-stock company or the decision to place additional shares automatically leads to the termination of the agreement.

In accordance with paragraph 1 of Art. 25 and paragraph 1 of Art. 27 of the Federal Law “On Joint Stock Companies”, the authorized capital of a JSC at the time of its establishment must consist of a certain number of ordinary shares with the same nominal value, and may also include preferred shares of different types (and different nominal values), the total share of which in the authorized capital should not exceed 25%. The law calls such shares placed because their future buyers (shareholders) are already known. All shareholders are registered in a special register of shareholders, i.e. the issue of bearer shares is prohibited. Along with the placed shares, the charter of a JSC may provide for the existence of declared shares, i.e. such which the company has the right to place in the future among shareholders.

Closed a joint-stock company is obliged to distribute all shares of new issues between specific persons known in advance. open a joint-stock company has the right to offer shares for purchase to an unlimited number of persons, i.e. subscribe to them openly.

The number of participants in a closed joint-stock company cannot exceed 50, and if it is exceeded, the company is transformed into an open joint-stock company or liquidated. Shareholders of a CJSC have the right of first refusal to purchase shares alienated by other shareholders.

The law includes the general meeting of shareholders, as well as the board of directors (supervisory board), which is necessarily created if the company has more than 50 participants, to the management bodies of a joint-stock company. The bodies of the JSC as a legal entity, i.e., the executive bodies, are the sole and (or) collegiate body (board, directorate, etc.). Their competence, formation procedure and work procedure are determined by Art. 103 of the Civil Code, art. 47-71 FZ "On joint-stock companies" and the charter of JSC. In addition, the management of the company may be entrusted under the contract to third-party managers - legal entities or individuals.

4. Subsidiaries and dependent companies. Affiliates

Mentioned in Art. 105 and 106 of the Civil Code, as well as Art. 6 of the Federal Law “On Joint Stock Companies”, subsidiaries and dependent business companies are not independent organizational and legal forms of legal entities. Their allocation is aimed at protecting the interests of creditors and participants in companies (joint-stock and limited liability companies) that are under the influence of other business organizations.

A company or partnership (referred to as the main one) that has influenced the decisions of another company (subsidiary) by virtue of a predominant participation in its authorized capital, in accordance with an agreement or on other grounds, shall be jointly and severally liable with the subsidiary for transactions made as a result of such influence. Shareholders of a subsidiary company have the right to demand compensation for losses caused by the parent company. In the event of the insolvency of a subsidiary due to the fault of the principal, the latter is subsidiarily liable for its debts.

Dependent companies are distinguished according to a purely formal criterion: ownership of more than 20% of their authorized capital (and in joint-stock companies - more than 20% of voting shares) to another economic company (prevailing).

Affiliated companies and partnerships (more precisely, affiliated persons, since citizens can also be such) are also not a special organizational and legal form of legal entities. This term is borrowed from Anglo-American law and denotes persons who are in a state of one way or another depending on each other, when one of them can determine the conditions for conducting business activities by another. The main obligation of the dominant and affiliated persons is to provide (including publication) relevant information to the competent state authorities and (or) organizations dependent on them.

Conclusion

In the course of my work, the following types of business partnerships and companies were analyzed: general partnership, limited partnership, limited liability company, additional liability company, joint-stock company, dependent and subsidiaries, affiliates. Having defined their concepts, having considered the procedure for managing and conducting business, analyzing the legal status of the participants in these organizations and studying the conditions for their liquidation and transformation, it is possible to identify common features and differences between business partnerships and companies.

After analyzing this table, we can conclude that business partnerships and companies are one of the forms for citizens to exercise their constitutional right to engage in entrepreneurial activities.

List of used literature

1. A.P. Sergeev, Yu.K. Tolstoy. Civil law. Volume I (not 4th edition, but earlier)

2. A.M. Gatin, Civil Law, 2005

3. E.A. Sukhanov, Civil Law, 2004, 2nd edition

4. D.A. Shevchuk, Civil Law, 2009

5. Commentary on the Civil Code of the Russian Federation, edited by O.N. Sadikova, 2005

6. Commentary on the Civil Code of the Russian Federation, edited by S.P. Grishaeva, A.M. Erdelevsky, 2006

Regulations

1. Civil Code of the Russian Federation, adopted on November 30, 1994. (as amended on 12/27/2009, amended on 06/08/2010)

2. The Constitution of the Russian Federation, adopted on 12.12.1993

3. Federal Law of the Russian Federation "On Limited Liability Companies" dated 08.02.1998. (as amended on 12/18/2006).

5. Decree of the President of the Russian Federation of July 8, 1994 No. 1482 "On streamlining the state registration of enterprises and entrepreneurs on the territory of the Russian Federation."

Art. 94 of the Civil Code of the Russian Federation

Clause 1, Art. 95 of the Civil Code of the Russian Federation

P. 3 Art. 98 of the Civil Code of the Russian Federation

P. 1, Art. 98 of the Civil Code of the Russian Federation

Art. 99 of the Civil Code of the Russian Federation

Art. 27 Federal Law "On Joint Stock Companies"

P. 1 and 2 Art. 97 of the Civil Code of the Russian Federation

Article 34 of the Constitution of the Russian Federation

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 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.

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 bodies of local self-government are not entitled to become investors in a 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.

• 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.

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- 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 federal law dated 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 founding 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 separation), as well as the transformation of companies.

Founders

JSC founders both legal entities and citizens can act, including foreign persons in accordance with the Law of July 9, 1999 No. 160-FZ “On Foreign Investments”. 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.

A joint stock company acquires the rights of a legal entity from the moment of its 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- not less than 100 times amounts minimum size wages 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 the company has more than 50 participants, and an executive body (sole or collective).

• 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.

Management current activities 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 dominant. Limits of mutual participation of economic companies in authorized capitals each other and the number of votes that one of such companies may use at a general meeting of participants or shareholders of another company shall be determined by law.