Partnership on faith. Partnership Facts
The most common forms of business for the Russian philistine are LLC, CJSC and OJSC. However, the Civil Code of the Russian Federation permits business activities in a few more noteworthy statuses. One of them is a partnership in faith.
So, business in Russia can be conducted in several organizational and legal forms, one of which is a partnership in the faith. Its status is enshrined in the Civil Code, where it is said that this association (between individuals or organizations), which is based on mutual trust and does not need an unequivocally strict legal consolidation of relations. Along with the usual participants - entrepreneurs - the partnership on faith includes persons of special status - depositors. They assume the risk of possible losses that are associated with a business within a given legal form, but not more than the amount of deposits.These persons do not participate in the business activities of the partnership. Another name for contributors is a limited partner. This is the reason for the second official name of the limited partnership - a limited partnership.
Features of OPF
Contributions provided for by this legal form of doing business can be made not only in the form of money, but also, for example, by providing warehouses, offices, cars for use to the partnership. Limited partnerships, thus, can positively influence the improvement of business infrastructure. Experts note that it is not uncommon when, thanks to the work of investors, a partnership has additional investors and partners. However, limited partners must be confident in the people to whom they transfer funds. The partnership operates on the basis of a memorandum of association.
More about contributors
Partnership on faith - is primarily a business. Therefore, much of the work of this legal form of entrepreneurship depends on the turnover of capital, and therefore on the direct activity of limited partners - investors. The latter make property contributions aimed at replenishing the company's authorized capital based on trust.Depositing money by a limited partner is confirmed by the testimony he receives in his hands. According to the Civil Code of the Russian Federation, the limited partner is entitled to a number of rights. He may receive a portion of the proceeds of the partnership in relation to the share of the contribution in the authorized capital. A limited partner is entitled to examine annual reports and financial documents on the activities of the company. He may transfer his own share in the authorized capital (in whole or in part) to other investors. In the Civil Code of the Russian Federation it is also stated that other rights of a limited partner may be included in the memorandum of a limited partnership. Some experts believe that this legal form of doing business is especially convenient for those who are ready to provide loans.
Specific responsibility and management
A number of lawyers believe that a partnership in faith is in some way an intermediate business format. On the one hand, it is similar to LLC. On the other hand, it has a number of signs characteristic of a full partnership. One of the distinguishing indicators is responsibility. In a limited partnership, the participants respond with their property according to the statute. Investors - carriers only limited liability (in the framework of the share that is invested in total capital).In turn, direct entrepreneurs entering into a partnership on faith, have full property liability. It should be noted that limited partners are not entitled to run a business - they can only make a profit.
Who is convenient to use
Some experts believe that the limited partnership, which was first established by law in 1991, is not very popular in Russia. However, despite this, many entrepreneurs use this form of business because of some of its advantages. First, a partnership in faith can be formed with a minimum number of participants in it. Two is enough: the first will conduct business, the second - to be a contributor. Secondly, a limited partnership is a universal tool, according to a number of lawyers. On the one hand, it can attract the attention of wealthy investors who are happy to invest in a profitable business. On the other hand, people who do not have great financial resources, but who are able to offer an interesting, commercially significant idea to the market, can become participants in the partnership.
About full partnership
People who enter into a partnership on faith, are divided into two categories. The first are entrepreneurs who do business as such. The second - investors who provide financial support to the first. Entrepreneurs have a legalized name - “full comrades”. This term gave the name of one of the legal forms of doing business - the general partnership. It is quite close to the limited one both in terms of the actual structure and in terms of legal regulation. A general partnership and a limited partnership, in principle, are governed by general or neighboring sections of the Civil Code of the Russian Federation. The main difference between the first and second - in the role of limited partners. In full partnership there are no people with this status - the participants are the contributors themselves, they are also responsible for their property. The revenue and expenses of a full partnership should be distributed between the creators of this form of business according to their shares in the capital.
Comparison of a full partnership and LLC
Full partnership, on the one hand, has signs of similarity with a limited liability company, on the other hand, it has fundamental distinctive features.We will conduct a small comparative analysis of these two legal forms of doing business. Firstly, the requirements for liability are very different. The participants of the LLC do not bear any property obligations at all, and the entrepreneurs in full partnership do it fully. Moreover, this duty is assigned to them within two years after leaving the business, and a joint principle operates: if the organization does not have enough money in the capital, then the participants will be responsible for the property. Secondly, an LLC can have any name that is not prohibited by law, and the name of the partnership - only the names of the participants (to which the phrase “and the company” can join). Thirdly, there are differences in the share capital. If for LLC its minimum size is 10 thousand rubles, then for a full partnership the value is not established by law. Participants define it themselves in the contract. One citizen may create several limited liability companies, but only one general partnership.
Features of regulation
Interestingly, both types of partnerships: full and in faith - are governed by the same rules of the Civil Code. The requirements for the memorandum of association, for example, are the same: data on the amount of contributions must be indicated.As mentioned above, the general partnership is a member of a faith partnership - they actually perform the same functions as if they had participated in the activities of a firm with a consonant legal status. The main criterion demarcating the two forms of business is the work of limited partners. In the kind of partnership that on faith, the investor is the investor not actively participating in the management of the business. Thus, there is, relatively speaking, a “bank” and a “client”. In the full partnership of a limited partner there is no general - its functions are absorbed by the participants. The “client” in this case has his own money, he does not apply to the “bank”.