Читать книгу Russian business law: the essentials - - Страница 37
Evgeny Arkhipov[24]
Chapter 2 – Business Association Forms
4. Certain Types of Legal Entities
4.1. Corporate Profit Organizations
4.1.3. Economic Partnership
ОглавлениеThere are two types of economic partnerships in Russia:
i) general partnerships,[38]
ii) limited partnerships (special partnership)
Only individual entrepreneurs and profit organizations can be participants (partners) of the partnerships. The partners carry out entrepreneurial activities on behalf of the partnership.
The participants jointly bear subsidiary liability for the obligations of the partnership. The person can be a participant of only one general partnership. Management of the general partnership’s activities is carried out with the consensus of all partners, unless otherwise provided by the founding agreement. Due to the aforementioned features, Russian entrepreneurs rarely create economic partnerships.
A founding agreement may provide the following models for the management of general partnership:
i) by all partners jointly (decision-making requires the consent of all partners),
ii) by each partner separately,
iii) by individual partners.
In accordance with Clause 3 of Article 73 of the CC of the RF, the participant of a general partnership has no right to execute transactions on its behalf, for the benefit of the third parties without the consent of the remaining participants if such transactions are similar to the subject of general partnership’s activities. The profit and losses are distributed among the partners in proportion to their contributions, unless otherwise specified by the founding agreement.
The partner has the right to transfer his share to the third party only with the consent of all partners.
In the case when a single participant remains in a partnership, the partnership is subject to liquidation, if the last partner does not transform the partnership into an economic company.
4.1.3.1. Limited Partnership
A limited partnership, along with the general partners, includes the investors (limited partners) therein, who do not participate in the management of the partnership, as well as in conducting its affairs, and bear the risk of the losses from the partnership's activities, within the limits of their contributions to the capital. Any individuals and legal entities can be investors to a limited partnership. Their number may not exceed 20.
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The general partnership should not be confused with the simple partnership, which is not a legal entity.