A limited partnership, or limited partnership, is a union of several individuals who have contributed to the fund. A partnership is formed as a result of the merger of capital of 2 or more persons with registration of a legal entity.

Peculiarities

Main distinctive feature such organizational and legal form is that:

• in society there are always general partners, whose liability is limited not only by the amount of contributions, they bear it within the framework of their personal property;
• There are necessarily limited partners, that is, investors whose liability is limited to the amount of their contribution to the partnership.

As a result, it turns out that the management of the company is completely given to complementaries, that is, general partners, and the remaining participants are limited partners; you just need to trust these individuals. Hence the name - partnership of faith.

Outside our country, such partnerships are a fairly common phenomenon. In our country, there is probably not enough trust between citizens and legal entities to form societies based on trusting relationships. Therefore, such an organizational and legal form of a legal entity is very rare.

Purpose of creation

A limited partnership can carry out any economic activity which is not prohibited current legislation, produce or sell something, provide services. If the selected type of activity is subject to licensing, then permission to carry it out must be obtained.

What is a joint stock limited company?

Unlike a regular limited partnership, a joint stock limited partnership has the right to additionally issue its own shares. In addition to the issue, ACO has the right to place its shares at open auction. Another attractive thing about this organizational and legal form is that dividends paid on shares are not subject to taxation.

Share capital

Minimum and maximum size capital is not established at the legislative level. This is due to the fact that general partners are liable for the obligations of a legal entity with their property.

Profit distribution procedure

As a rule, profits and losses between the participants of the partnership are distributed depending on the size of the share in the share capital. It is impossible to provide in the memorandum of association for limiting one or more participants in receiving profits or reducing liability.

In cases where it was not possible to obtain the planned profit, and the price of net assets has decreased to the amount of capital, the profit is not distributed among the participants. As soon as the value of the assets becomes higher than the share capital, profits can immediately be distributed among the partners.

Name of the partnership

Regulatory acts established certain requirements to the company name, namely:

• the name of the partnership must contain the names of all partners or the phrase: “The surname of one complementary and the company”;
• the name must also contain the organizational and legal form, that is, “limited partnership” or “limited partnership”;
• if the name of the limited partner is present in the title, then he automatically becomes a complimentary.

Number of depositors

To register legal entity, 2 or more persons will be required, with one acting as a limited partner and the other as a complementary. At least one individual entrepreneur or commercial company must be present as a general partner in a business limited partnership. There is no such requirement for other participants, since they do not participate in entrepreneurial activities.

Rights and responsibilities of complimentaries

General partners have a fairly wide range of rights, namely:

• take part in the distribution of profits;
• have income within the framework of their contribution;
• receive part of their share in the event of termination of the partnership;
• receive any information regarding the financial and economic activities of a legal entity.

Responsibilities of full comrades:

Rights of limited partners

Since a limited partnership is a limited partnership, perhaps the most basic obligation of any investor is to trust the general partners. Also, investors are required to make their contributions within the time limits specified in the founding agreement.

Basic rights:

• receive income from the activities of a legal entity;
• receive information regarding the activities of the partnership at the end of the year;
• leave the ranks of participants after financial year with full reimbursement of the cost of previously made deposits;
• dispose of his share at his own discretion, that is, he has the right to transfer his share to any of the participants in the partnership or to a third party;
• when alienating a share to a third party, respect the priority right of other investors.

At the discretion of the founders of the partnership, limited partners may be assigned additional rights and obligations.

Partnership management

Management of a legal entity is usually carried out by general partners. However, the constituent agreement can provide for cases when a certain decision must be made only by all participants of the company, including limited partners.

Typically, one complimentary has one vote, unless otherwise provided by the statutory documents. These participants have a wider range of powers, so a full partner, even without directly participating in management, has the right to familiarize himself with the documentation of a legal entity, including accounting and tax reporting. If restrictions on this right are provided for in the charter agreement, then it is void.

When organizing a company, it is necessary to provide for how business will be conducted. Participants in a limited partnership can act on behalf of the company personally or jointly. If the second option is chosen, then the consent of all complementors will be required to conclude any transaction. If general partners decide to entrust the management of affairs to one of the participants, then they must draw up a power of attorney indicating a list of powers.

Responsibility

If for any reason the partnership cannot pay off its obligations, then creditors have the right to make claims against one or all general partners at once. In a limited partnership, the liability of a participant who leaves the company is still valid for 2 years from the date of withdrawal, but only for that part of the debts that arose before the withdrawal from the legal entity.

Limited partners are liable solely to the extent of their contribution.

Constituent documents

When establishing a legal entity with the organizational and legal form of “limited partnership,” a constituent agreement or agreement is drawn up, which all founders are required to sign. Main points of the document:

• Name;
• location;
• the size of the share capital;
• capital composition, that is, you can contribute to it not only cash, but also property;
• procedure for joining the partnership;
• procedure for leaving society;
• responsibilities, duties and rights of all participants.

It is imperative to indicate how profits are distributed and within what period the income received is paid. How a legal entity is managed, types of economic activities.

Title documents must necessarily contain a procedure for making changes to them, in which cases they need to be made. For example, what happens if the composition of the participants changes, or what happens if total capital limited partnership has decreased.

It is imperative to specify the procedure for making changes in the event of the death of one of the general partners, or in what cases the partnership will be reorganized, and what are the conditions for the liquidation of a legal entity.

Reorganization

Like any legal entity, a limited partnership can be transformed into any other legal form. For example, in an LLC, general partnership or CJSC, cooperative.

Liquidation

Upon liquidation of the partnership, all rights to transfer management to third parties are lost. There are several ways to liquidate a legal entity:

• under duress, through bankruptcy proceedings;
• on a voluntary basis;
• alternative method, that is, through reorganization.

If all participants leave the partnership except one, such person has the right to transform the legal entity into a full partnership.

MINISTRY OF EDUCATION OF UKRAINE

Kyiv NATIONAL ECONOMIC UNIVERSITY

CRIMEA ECONOMIC INSTITUTE

at the rate " Financial activities business entities"

on the topic: “Features of the activities of limited companies.”

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

Levshuk Natalya

Simferopol 2003

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

If a limited partnership involves two or more fully liable participants, they are jointly and severally liable for the debts of the company.

A limited company, just like a full company, according to its legal characteristics can be classified as a personal association. A feature of a limited company that distinguishes it from a full company is the presence in it of two categories of participants that differ in their legal status - full participants (complementaries) and investors (commandists). Full participants are entrusted with the responsibilities of managing the company, conducting business activities on its behalf, and they are responsible with all their property for the obligations of the company. The functions of investors are limited to providing the company with a certain capital in exchange for participation in the company's profits.

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

The following legal features are characteristic of a limited partnership:

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

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

4) acts on the basis of a constituent agreement, the content of which is determined by Art. 76 of the Law “On Business Companies”.

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

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

The foundation agreement, in addition to the information specified in Art. 4 of the Law “On Business Companies” (information about the type of company, the subject and purpose of its activities, name and location), must include information about:

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

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

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

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

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

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

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

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

9) the procedure for distributing profits or losses of a limited company ( this order is not determined by current legislation) - according to general rule profits and losses are distributed among the participants in proportion to their shares in the share capital; a different distribution procedure (based on equal distribution of profits/losses or taking into account the personal contribution of each participant to the activities of the company) may be provided for in the constituent agreement or a separate agreement of the participants; It is not allowed to exclude any of the participants from participating in the distribution of profits or losses.

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

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

The legislation of Ukraine regulates this issue in a contradictory way, which leads to the non-prevalence of a limited partnership as a form of joint business activity. Thus, the second part of Article 76 stipulates that in the founding agreement of a limited partnership, only the total size of their shares in the property of the company, as well as the size, composition and procedure for making contributions by them, are indicated in relation to investors. Should this provision be understood as an exclusionary requirement of Art. 4 of the Law “On Business Companies” indicate in the constituent documents the composition of the company’s participants, and if so, what document should confirm the participation of investors in the company? Current legislation does not yet contain means to resolve these issues.

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

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

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

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

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

If there are several participants with full liability in a limited partnership, then they form a semblance of a full company within a limited partnership and their joint activities are regulated by rules designed to apply to participants in a general partnership.

An investor can join a limited partnership by making monetary or material contributions.

This norm is

A full company is a business company, all of whose participants are engaged in joint entrepreneurial activities and bear full joint liability for the obligations of the company with all their property.

Creation

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

Management and responsibility

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

The participants of such a company are liable to the creditors of the company with all the property belonging to them.

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

profit distribution

From the profit received, the company makes obligatory payments to the budget, pays taxes, directs funds to the appropriate funds of the company, repays the company's losses, makes settlements with creditors, etc. The part of the profit remaining after this is distributed among the members of the company in proportion to their shares in the authorized capital of the company.

Leaving society

A member of a general partnership has the opportunity to leave the partnership at any time by notifying all other members of the partnership no later than 3 months in advance. Exit from a company that was created for a certain period is allowed only if there is good reasons and provided that warning about this was received no later than 6 months in advance. The participant is paid part of the value of the company's property on the day of exit in accordance with his share in the authorized capital, as well as part of the profit received by the company in the current year. At the request of a participant and with the consent of the company, the part of the company’s property belonging to him may be paid in whole or in part in kind.

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

Advantages and Disadvantages

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

Limited company

Creation

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

The total size of investors' shares should not exceed 50% of the authorized capital. Upon registration of a limited partnership, the investor must pay at least 25% of his contribution.

A limited partnership also operates on the basis of a constituent agreement only.

control

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

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

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

responsibility

Participants are fully liable to the company's creditors with all their property, just like participants in a general partnership.

However, the liability of investors is limited to their share in the property of the company according to the participants of the limited liability company.

profit distribution

Part of the profit, after fulfilling obligations to the budget, banks, and other creditors, is used to pay dividends first to depositors, and then to participants with full responsibility. The profit of the enterprise is distributed in proportion to the share of each member of the limited partnership in the authorized capital. That is, participants with full responsibility and investors are paid dividends for each hryvnia value of their contribution to the authorized capital.

Leaving society

When a participant with full liability or an investor leaves a limited company, he is paid a portion of the value of the company's property upon exit in proportion to his share in the authorized capital of the company. The withdrawal of a full participant from a limited partnership is carried out similarly to the procedure for withdrawal from a partnership.

Advantages and Disadvantages

A positive thing when using this organizational and legal form is the more efficient management of the enterprise compared to other companies, since the decision is made by a limited circle of persons, that is, only participants with full responsibility.

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

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

If two or more general partners participate in a limited partnership, they are jointly and severally liable in relation to the partnership.

The legal status of a limited partnership is determined by the norms of Articles 67-74 of the Law of Ukraine “On Business Societies” (i.e. the legislation on general companies), taking into account the features provided for in special articles (Articles 78-83) of the Law of Ukraine “On Business Societies”, directly dedicated to team comradeships.

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

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

An investor can join a limited partnership by making monetary or material contributions. Investors of a limited partnership have the right:

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

Demand priority return of the contribution (than participants with full liability) in the event of liquidation of the company;

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

Investors of a limited partnership must make contributions and additional contributions in the amount, in the ways and in the manner provided for in the constituent agreement, however, the total size of their shares does not exceed 50 percent of the company’s property specified in the constituent agreement. At the time of registration of a limited partnership, each of the investors must make at least 25 percent of their contribution

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

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

Investors do not have the right to interfere with the actions of general partners in managing the affairs of the company

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

The concept of a limited partnership.

Limited company is a business company in which one or more participants carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for its obligations with all their property, which, according to the law, can be recovered (full participants), and other participants are present in the activities of the company only with their own deposits (depositors).

Characteristics of a limited partnership.

1. In a limited partnership there are full participants and
investors.

A limited company combines the characteristics of a full company and a limited liability company. Actually, part 3 of Art. 133 of the Civil Code provides for the application of the corresponding norms on a full company in relation to a limited company. The similarity with a full society is indicated, in particular, by the presence of participants who carry out entrepreneurial activities on behalf of the company and are liable for its obligations with all their property (full participants), and with a limited liability company - the presence of persons (investors) bear liability for the debts of the limited partnership only to the extent of their contributions. At the same time, according to Part 7 of Art. 80 of the Civil Code, only persons registered as business entities can be full participants in a limited partnership.

2. In accordance with Art. 135 Civil Code legal status of full
limited company participants and their responsibilities
provisions are established for the obligations of the company
mi legislation on participants of a general society.
Full participants, in particular, exercise control
activities of a limited company. At the same time, the face
can be a full participant in only one team
childish society. Full member of a limited partnership
partnership cannot be a member of a general society, and also
investor in the same company.

Regarding depositors Art. 136 of the Civil Code provides for a ban on participation in managing the activities of a limited partnership and does not allow objections on their part regarding the actions of full participants in managing the activities of the company. Investors of a limited partnership can act on behalf of the company only by proxy.

In accordance with Art. 137 of the Civil Code, the investor of a limited partnership is obliged to make a contribution to the authorized fund. In this case, the total amount of deposits of investors should not exceed 50% of the authorized capital of the limited company.

3. A limited company is created and operates on the basis
the new memorandum of association, which is signed
by all full participants (Article 134 of the Civil Code). Founding
a limited partnership agreement may contain obligations

The bodies of the participants to create a company, the procedure for their joint activities regarding its creation, the conditions for transferring the property of the participants to the company, as well as information about the size and composition of the authorized capital of the company, the size and procedure for changing the shares of any of the full participants in the authorized fund, the total amount of deposits of investors. If, as a result of withdrawal, expulsion or retirement, there is only one full participant left in a limited partnership, the constituent agreement is reissued into a sole statement signed by the full participant. If a limited partnership is created by one full participant, then the constituent document is a sole application (memorandum), which contains all the information provided for in Art. 134 of the Civil Code regarding the constituent agreement of a limited company.