Economic partnership. Business companies and partnerships A business partnership is

Business partnerships and companies recognized as commercial organizations with shares (contributions) of founders (participants) authorized (reserve) capital. To business partnerships relate:

General partnerships;

Limited partnerships (limited partnerships).

To business companies relate:

Joint-stock company;

Limited Liability Company;

Society with additional liability.

Participants in general partnerships and general partners in limited partnerships may be:

· individual entrepreneurs;

and (or) commercial organizations.

Participants of economic companies and investors in limited partnerships may be:

Citizens

and legal entities.

State bodies and bodies of local self-government are not entitled to act as participants in economic companies and investors in limited partnerships, unless otherwise provided by law.

Institutions financed by owners 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 the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint-stock companies.

To common features of business partnerships and companies relate:

1) Division of the authorized (share) capital into shares (shares).

2) A contribution to property may be money, securities, other things or property rights or other rights having a monetary value. Monetary valuation of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to independent expert verification.

3) The same type of management structure, the supreme governing body in which is the general meeting of participants.

4) Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by the Civil Code of the Russian Federation and other laws.

5) Rights and obligations of participants.

General partnership - a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (Article 69 of the Civil Code of the Russian Federation). The liability of participants in a general partnership is joint and several-subsidiary.

Faith partnership(limited partnership) - a partnership in which, along with participants engaged in entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activity partnerships, 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.

A general partnership and a limited partnership are created on the basis of a memorandum of association.

Limited Liability Company- 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; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

The founding documents of a limited liability company are:

Memorandum of association;

If a company is founded by one person, its founding document is the charter.

The number of participants in a limited liability company must not exceed 50 participants. Otherwise, it is subject to transformation into a joint-stock company within a year, and after the expiration of this period - to liquidation by judicial procedure, if the number of its participants does not decrease to the limit established by law.

The supreme body of a limited liability company is the general meeting of its participants.

The charter of a company may provide for the formation of a board of directors (supervisory board) of the company.

An executive body (collegiate and (or) sole) is created in a limited liability company, which carries out the current management of its activities and is accountable to the general meeting of its participants. The sole management body of the company may also be elected from among its members.

The legal status of limited liability companies is regulated by the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies". An overview of the issues of judicial practice in cases related to the activities of limited liability companies is given in the Decree of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 No. responsibility".

Additional Liability Company- it is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. 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, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company.

The rules on a limited liability company apply to an additional liability company.

Joint-stock company - a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

The main feature of a joint-stock company is the division of the authorized capital into shares. Shares can only be issued by a joint-stock company.

The legal status of joint-stock companies is regulated by federal laws No. 208-FZ of December 26, 1995 “On joint-stock companies”, of July 19, 1998 No. 115-FZ “On the peculiarities of the legal status of joint-stock companies of employees (people's enterprises)”.

Types of joint-stock companies:

· Public corporation.

· Closed Joint Stock Company.

· Joint Stock Company of Workers (People's Enterprise).

Unlike an open joint stock company closed joint stock company is not entitled to conduct an open subscription to the shares issued by him or otherwise offer them for purchase to an unlimited number of persons.

Shareholders of a closed joint stock company have the pre-emptive right to acquire shares sold by other shareholders of this company.

The number of participants in a closed joint stock company must not exceed 50 participants.

Joint Stock Company of Workers (People's Enterprise)- a joint-stock company whose employees own a number of shares of a people's enterprise, the nominal value of which is more than 75 percent of its authorized capital.

Subsidiary business company - this is a business company in respect of which 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.

A subsidiary company is not liable for the debts of the main company (partnership).

The parent company (partnership), which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are mandatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

Dependent business company- a business company in respect of which another (predominant, participating) company has more than:

Or twenty percent of the authorized capital of a limited liability company.

A business company that has acquired 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 is obliged to immediately publish information about this in the manner prescribed by laws on business companies.

Production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association of its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities.

The main characteristics of a production cooperative are as follows:

The production cooperative is based on membership principles;

Is a commercial organization;

Represents not only the association of property of participants, but also the association of personal labor participation;

Profit distribution depends on labor participation;

The minimum number of participants is five members;

Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative.

The legal status of production cooperatives is regulated by federal laws of May 8, 1996 No. 41-FZ “On production cooperatives”, of December 8, 1995 No. 193-FZ “On agricultural cooperation”.

State and municipal unitary enterprises is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner.

The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

Types of unitary enterprises:

1. Unitary enterprise based on the right of economic management.

The enterprise is not entitled to dispose of immovable property without the consent of the owner.

The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise.

2. Unitary enterprise based on the right of operational management (state enterprise)

A unitary enterprise is not entitled to dispose of both movable and immovable property without the consent of the owner. In this case, the owner may withdraw excess, unused or misused property.

The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

The legal status of unitary enterprises is regulated by the Federal Law of November 14, 2002 No. 161-FZ "On State and Municipal Unitary Enterprises".

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 a legal status do not have the right to be considered independent entities, because. 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 valuables.

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.

Business partnerships and companies (Scheme 2.2) are recognized as commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). In Europe and Japan, business companies and their associations are called companies, in the USA - corporations.

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 by right of ownership. In some cases, a business partnership may be created by one person who becomes its sole participant.

Business partnerships may be formed in the form full partnership and limited partnerships (partnerships in limited partnership).

Business companies can be created in form of joint stock company, limited company or with additional responsibility.

Business partnerships

The organization of business partnerships and the organization of their activities established by the Civil Code of the Russian Federation are presented in diagrams 2.5 and 2.6.

From the point of view of commercial activity, it is important to note the following features of business partnerships:

• o general partners conduct business activities on behalf of the partnership, but the memorandum of association may establish a different procedure for doing business;
• o contributors (limited partners) do not participate in entrepreneurial activities and in the management of the partnership;
• o general partners carry responsibility for all their property, contributors bear the risk of loss only within the limits of their contributions;
• o profits and losses of both a general partnership and a limited partnership are distributed among the general partners in proportion to their shares in the share capital or in accordance with the terms of the contract (agreement) between the participants. The participant-investor has the right to receive a part of the profit due to his share, in the manner prescribed by the memorandum of association (which is signed by all general partners).

Let us dwell in more detail on the responsibility of participants in a general partnership. The legislative norm providing for unlimited joint and several liability of general partners is established in the interests of the participants

Scheme 2.5.

Scheme 2.6.

property turnover and cannot be canceled or limited by the contract.

Unlimited Liability of participants in a general partnership for its debts makes it very attractive to potential counterparties, and also increases the reliability and creditworthiness of the partnership in the eyes of other participants in the property turnover. Let us consider the main issues related to such responsibility.

The partnership itself is primarily responsible for the debts of the partnership as an independent subject of law, having its own property. That's why the property of a partnership may not be subject to collection for the debts of individual partners.

At the same time, a full partnership is an association of persons from whose contributions the capital of the partnership itself is created. The participants in the partnership derive profit from the use of this capital by directly participating in the affairs of the partnership, and also bear additional (subsidiary) liability for its debts. That's why a participant's share in the property of the partnership may be levied by his personal creditors if there is a lack of other property of the partner to cover debts.

Thus, the creditor of a participant in a general partnership cannot levy execution on the private debts of the participant on the property of the general partnership, however, he can levy execution on his debtor's share in this property, demanding the division of a part of the partnership's property.

The share of property to be allocated or its value is determined according to the balance sheet drawn up at the time the creditors submit their demand for separation. Foreclosure on property corresponding to the share of a participant in the share capital of a general partnership terminates his participation in the partnership. However, at the same time, he will be responsible for the debts of the partnership over the next two years (Article 80 of the Civil Code of the Russian Federation).

If such a participant transferred any property to the partnership on the right to use, then this property may be levied for its debts, since it is not the property of the partnership, but of the comrade who contributed it. If such property is sufficient to satisfy the claims of the creditor, then the creditor does not have the right to demand also the allocation of the share of such a participant.

It should be noted that a person joining a partnership after its formation is liable on an equal footing with the founders of the partnership, including for those obligations that arose before joining the partnership. Such responsibility lies with him even if he, entering into a partnership, is not aware of certain obligations incumbent on the partnership, and even if these obligations were deliberately hidden from him. In the latter case, this partner has the right, in addition to a general recourse action against the other partners, to also bring an action against them for losses incurred by him as a result of misleading him.

If the participant pays the debt of the partnership, he has the right to claim back against the other participants in proportion the share of participation of each of them in the losses of the partnership. This share of participation must be specified in the contract. If there is no such indication, then the debtor who has fulfilled the joint and several obligation has the right to claim back the rest of the debtors in equal shares, unless otherwise provided by law or the contract. What is not paid by one of the co-debtors falls in equal shares on all the others.

In accordance with paragraph 2 of Art. 75 of the Civil Code of the Russian Federation, a participant who has withdrawn from the partnership is liable for the debts of the partnership within two years from the date of approval of the report on the activities of the partnership for the year in which he retired. The liability of the retired partner remains the same as if he had remained in the partnership, i.e., unlimited and joint and several. It extends not only to obligations that arose during his stay in the partnership, but also to those obligations that arise during the entire time during which he remains liable.

Partners are jointly and severally liable for all obligations of a general partnership, no matter for what reasons these obligations arise.(transactions, offenses, unjust enrichment). In addition, partners bear the same responsibility for obligations arising from transactions concluded by any of the partners, even if not on behalf of the partnership, but in its interests.

Business partnerships are one of the oldest forms of business organization, rooted in family business. As social relations developed, family members were replaced by other participants in the common cause - comrades. Later, comradely associations were supplemented by contributors who received a certain percentage for their contributions.

The concept of a business partnership

The legislation does not contain a special definition of the concept of "economic partnership", but it contains a joint definition of business partnerships and companies. A business partnership is a corporate commercial organization with an authorized (share) capital divided into shares (contributions) of founders (participants).

(The use of the expression "commercial business partnerships" is redundant, since any business partnership is commercial "by definition").

Legal entities that are non-profit organizations can be created in the organizational and legal forms of associations of property owners, which include, among other things, associations of homeowners.

Business partnerships and companies, production cooperatives, peasant (farm) enterprises, economic partnerships, state and municipal unitary enterprises are different organizational and legal forms in which legal entities that are commercial organizations can be created.

The property of economic partnerships, created at the expense of contributions of founders (participants), as well as produced and acquired in the course of activity, belongs to economic partnerships on the basis of ownership.

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 (reserve) 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 segregation of property for various types of business activities. 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 is why they open a list of certain types of 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 was identified, first of all, 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 bodies of local self-government 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 the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint-stock companies. Entrepreneurship is always associated with an increased property risk, therefore the legislator considers the legal status of citizens and non-profit organizations incompatible with the status of a general 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 company (except for companies with additional liability), and their entrepreneurial risk is limited to 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 - a multiple of the minimum monthly wage.

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 claims of the founder to 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 company

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 conducting 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 the 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 listed options for the organizational structure of the partnership 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 built according to 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 entails 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 leaving a member of 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 only the most general rules in this area. 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).

As the supreme governing body, 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, making decisions 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.

Similarities	Differences
	Partnerships	Society
These are commercial organizations, the formation of which takes place on a voluntary (contractual) basis on the basis of membership with the provision of general legal capacity by law.	Contractual associations of several persons.	Organizations created by one or more persons by combining (separating) their property.
	Participants bear unlimited liability for their obligations of the firm with all their property.	Participants are not liable for their debts, but only bear the risk of loss.
The division of their authorized (share) capital into shares, the rights to which belong to their participants.	Opportunity to be a member of only one partnership at a time.	One person may well be a member of several societies at the same time.
	Cannot be created by one person.	Created by one or more individuals.
The main task is to receive profit and distribute it among the participants.
They are the sole and sole owners of their 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.
Participants in societies and partnerships shall 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.
Participants are obliged to make contributions to the authorized (share) capital in the manner and amount established by the constituent documents, and not to disclose confidential information about the activities of the partnership or company.

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