A limited partnership: it is necessary to know

The current legislation establishes the possibility of carrying out commercial activities through the establishment of organizations with authorized capital, divided into the respective shares of the founders. These organizations can be created in the form of economic societies or partnerships, which, in turn, can be formed in such organizational and legal forms as a full partnership and limited partnership (on faith). Direct features of the organization and functioning of the latter will be considered below.

Limited partnership: concept

A limited partnership is commercial organization, The participants of which are divided into two groups. The first includes subjects (called full partners) who carry out commercial activities on behalf of commandos and are responsible for the obligations of the latter to all their available property. The second group consists of entities (called limited partners) who do not directly participate in the conduct of the business partnership and bear the risk of probable losses caused by the latter, within the limits of the amounts entered by them into the authorized capital of the deposits.

Basic Provisions

The members of the limited partnership who have the status of full partners carry out their activities, and also bear responsibility for the relevant obligations of the latter, in accordance with the standards established by civil law governing the activities of those participating in the general partnership.

Subjects who have the status of full comrades, have the right to participate only in one limited partnership. In turn, subjects who are participants in a full partnership, may not have the status of full comrades in a commander.

The number of participants in the partnership that have the status of limited partners can not exceed twenty. In the event that the indicated amount is exceeded, the limited partnership must be transformed into an economic company for a period of one year. If, at the end of the said period, the partnership is not reformed or the number of limited partners is not reduced to the established limits, then the partnership must be subjected to a liquidation procedure through legal proceedings.

The provisions of civil law governing the activities of the general partnership can be applied to the work of a limited partnership in the event that they do not conflict with the legislative norms that ensure the functioning of the partnership on faith.

About the company name

Another requirement provided for by law, which must be met by a limited partnership is a company name. The latter must necessarily be formulated in one of the following ways:

• The names of all full comrades with the addition of the phrase "limited partnership";
• The name of at least one full partner with the addition of the phrase "limited partnership and company".
  

In the event that the name of a depositor is included in the company name, the latter acquires the status of a full comrade.

Memorandum of association

Creation and the subsequent activity of the limited partnership are conducted in accordance with the provisions of the constituent agreement, the signing of which is carried out by all persons having the status of full partners.

In addition to the provisions of Art. 52 of the Civil Code of the Russian Federation, the contract of a limited partnership must include the following information:

• Conditions that determine the size and composition of the equity;
• The amount of the shares of capital belonging to each of the full partners;
• The order of change of the last;
• Composition, as well as the terms and procedure, according to which contributions are made;
• Responsibility for violation of the said order;
• The aggregate amount of deposits contributed by entities that have the status of depositors.

The liability of a limited partnership

As stipulated in the legislative provisions, the commandant is responsible for the obligations it has all the property that it possesses. In the event that the latter is not sufficient to cover the debts of the obligations, the creditors have the right to present their claims to both full comrades and to any of them.

A full comrade who does not have the status of a founder of a limited partnership is responsible for the obligations (which arose before he joined the latter) to the same extent as all other full comrades.

A comrade who has left the limited partnership is responsible for the obligations of the latter, which appeared before his departure, to the same extent with all other participants. The term of responsibility for the said comrade is two years, calculated from the moment of approval of the report on the activities carried out by the partnership for the year in which the disposal occurred.

Managing the activities of the partnership

Another issue that needs to be considered when studying a limited partnership is how the latter is managed. Thus, the management of the functioning of the partnership on faith is carried out exclusively by subjects who have the status of full comrades. The direct management procedure, as well as the conduct of business activity, by full partners are carried out in accordance with the rules established by law for full partnerships.

Investors are not allowed to participate in the management of the latter and can not challenge the actions committed by their comrades in relation to the management of the partnership and the conduct of its affairs.

So, having considered all of the above, it is possible to come to the conclusion that a limited partnership is one of the most actively used forms of commercial activity by a legal entity, which has a certain specificity, the understanding of which makes it possible to ensure quite efficient business conduct.