According to the Civil Code in force in the Russian Federation, four types of business companies are distinguished among commercial organizations whose registered capital and the result of activity of which are divided into shares. The first group includes limited partnerships and full partnerships. Their participants can be both individual entrepreneurs and individual commercial organizations, but not ordinary citizens, i.e. individuals. The second group according to the legislation of the Russian Federation includes joint-stock companies, partnerships with limited and additional liability. Their founders can be both legal entities and individuals, i.e. ordinary Russian citizens. In some cases, legislation restricts the participation of certain categories in various forms of commercial organizations with share capital.
General information
According to the definition contained in Article 87 of the Civil Code of the Russian Federation, a limited liability partnership is a type of business company with a divided share capital of its members, within which they are liable for the resulting obligations and risks. At the same time, founders who have not fully paid for their parts are jointly and severally liable.
The brand name of this form of a commercial organization must necessarily include the phrase "limited liability company" (LLC). Not only free cash resources, but also securities, as well as property rights, which are evaluated by an independent expert, can be invested in the authorized capital. A limited liability partnership in Russia operates in accordance with the Civil Code and Federal Law No. 14-FZ, as well as other regulatory legal acts.
Number and types of participants
According to the aforementioned federal law, a limited partnership may include from one to fifty participants. Another business company cannot be the sole founder. If the number of participants exceeds the established limit, then such a company should be transformed into a joint-stock company. Otherwise, it can be liquidated in court at the request of other legal entities or government bodies.
In the event of a gross violation of their duties or obstruction of the partnership, a participant may be expelled from it in court. In general, the founders can be both citizens of the Russian Federation and legal entities, including other business entities.
Establishment of a limited liability partnership
In accordance with article 89 of the Civil Code of the Russian Federation, the beginning of the activity of this type of commercial organization is associated with a meeting of founders who decide on the form of their joint activity. If the partnership is created by one person, it is accepted individually. The decision to establish a limited liability company must necessarily contain a vote on the following issues:
- Approval of the charter (main document of LLC).
- Election of governing bodies.
- Appointment of an auditor or audit committee.
After that, the founders conclude a written agreement on the implementation of their joint activities, which defines all the fundamental issues of the company. It indicates the share of each of the participants and the procedure for its payment. In the case of the sole creation of a limited liability company, this information should contain the initial individual decision.
Charter of a limited liability partnership
An agreement and an agreed decision on the creation of such a form of business entity are not constituent documents. However, the information contained in them on the nominal value and size of shares is included in the unified state register of legal entities upon registration.
A limited liability partnership must have a charter, which includes the following paragraphs (Article 12 of Federal Law No. 14-FZ):
- company name (full and abbreviated);
- location information;
- information about the governing bodies of the company, their composition and competence;
- amount of authorized capital;
- obligations and rights of founders;
- the procedure for storing documents and providing them to interested parties.
The question of the necessary changes in this information may be raised exclusively at the general meeting. In the event of a positive vote, they should be informed of the relevant state bodies.
Management and competence of individual bodies
The limited partnership in the strategic plan is managed by the general meeting of the founders, in the tactical - by the elected executive body. In this case, competence, as well as the procedure for resolving important issues are clearly regulated by law. The executive governing body may be either sole or collective, but in any case, it is accountable to the general meeting. The competence of the latter includes all fundamental issues:
- amending the charter ;
- the formation of executive bodies;
- distribution of profits and losses;
- decision on liquidation or reorganization;
- election of an auditor or audit committee.
All other problems of current activities are the responsibility of managers.
Reorganization or liquidation of a company
A limited liability partnership is transformed or ends its activities by unanimous decision of its participants at a general meeting. Information about the relevant decision of the founders is transferred to the Unified State Register.
Any member of the company may voluntarily give up his share, while his former colleagues will have the preemptive right to purchase. Upon exit, the actual value of his share is paid to him or property is given out within the time period established by the charter and legislation of the Russian Federation.