home Credit General partnership is short and clear. What is the procedure for creating a general partnership? Foreclosure of a participant's share in the share capital of a general partnership

General partnership is short and clear. What is the procedure for creating a general partnership? Foreclosure of a participant's share in the share capital of a general partnership

⚡ Partnership ⚡ (partnership) in business is an association of 2 or more persons who have the right to engage in entrepreneurial activities.

It is based primarily on trust. Participants in a partnership can be both legal entities and individual entrepreneurs (individuals).

Signs indicating the existence of an association of persons are:

common interest of participants
common affairs of the participants
the presence of property, to one degree or another, separate from other property of the participants;
general liability of participants for the obligations of the association
the presence of special management bodies of the association

Partners in a partnership take a direct part in the activities of their association and bear joint and several and unlimited property liability for its obligations.

There are 3 main types of partnerships:

simple
complete
limited

Simple partnership is drawn up as a joint activity agreement.

The number of participants in a simple partnership is not limited. In it, unlike other types of partnership, there are no general management bodies; each participant can act on the market only on his own behalf, without informing his business partners.

All participants in a simple partnership bear unlimited liability, with primary responsibility always borne by the participant who enters into the transaction. In turn, he has the right, based on the terms of the agreement, to make demands on other participants in the partnership in order to receive appropriate compensation.

General partnership is created on the basis of a constituent agreement between its participants, which must be formalized legally.

Typically, the articles of association include the following main sections:

type of business and place of activity
duration of the agreement; powers of each participant
the amount of funds invested by each participant in the joint business
description of the income distribution scheme and possible losses
the manner in which each participant will receive reward or compensation;
a limited amount of funds that can be withdrawn from the capital of the partnership by one of the participants
statement of financial procedures required in the partnership
procedure for accepting new participants and methods of liquidating the partnership
signatures of the participants under the agreement

The property of a general partnership is increasingly separated from the property of its participants, who can contribute different shares to the common capital. Transactions involving the disposal of partnership property require the consent of all its participants.

Unlike a simple partnership, special management bodies are created in a general partnership, in which only its members participate. A participant in a general partnership who is not its founder is liable equally with other participants for its obligations. Participants in a general partnership do not have the right to be members of other partnerships. All participants in this organizational and legal type of business bear unlimited and joint liability for the obligations of the partnership.

Limited partnership differs from a full one in that the agreement on its formation includes one or more main participants (general partners), whose liability is not limited, and one or more participants (investors), whose liability is limited by the amount of invested capital.

Only the main participants carry out business activities on behalf of the partnership and represent it before external partners. Limited liability participants cannot engage in any form of managerial activity in a limited partnership; they do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership.

The advantage of a limited partnership is that it is a means of raising additional capital. It is attractive for those who wanted to spend their money in a profitable business, but do not want to participate in the management of this enterprise.

The need for such associations arises more often when we are talking about the implementation of a large project that is beyond the power of one entrepreneur. A limited partnership in this case acts as a form of concentration of opportunities and capital.

It is also attractive for external business partners and customers, as it is a reliable guarantee that the project will be implemented in a timely and high-quality manner.

The advantages of this form of business organization as a partnership include:

significant financial opportunities. Since more than one owner participates in the partnership, this makes it possible to attract significant funds already at the initial stage of the business
additional management capabilities. Partnerships most often bring together people with abilities and experience in different areas of business, so managerial functions can be easily divided between them. Division of functions according to the qualifications and experience of each partner helps to create a more efficient enterprise
freedom and efficiency of action. All main partners of the partnership can always quickly make any management decisions without control from higher authorities;
personal interest. A partnership allows you to maintain the same high degree of interest as a sole proprietorship. Whatever is beneficial for each partner is beneficial for the partnership.

The disadvantages of a partnership include:

unlimited liability for obligations. Typically, if a partnership fails, each principal partner is liable in proportion to their share of the total investment. If one of them does not have sufficient personal funds to cover his entire share of the losses, then the other general partners must do so at their own expense
the likelihood of mutual distrust between partners. After all, a partnership is a form of business based primarily on trust. Each of its participants acts in the market at their own peril and risk. A major miscalculation by one of them can ruin the others. Therefore, if there is not complete trust in the relationship between the partners of the partnership, this can lead to tension and a constant feeling of discomfort

Business partnerships can be created in the form of a general partnership and limited partnership.

Characteristics of a general partnership

Full partnership is a commercial organization whose participants have entered into an agreement with each other to create an enterprise for the joint conduct of certain economic activities.

1. Participants n general partnership are individual entrepreneurs and/or commercial organizations. At the same time, they retain full independence and rights of a legal entity.

2. The source of formation of the property of the partnership is the contributions of its participants.

3. Profits and losses are distributed among the participants in proportion to their shares in the share capital.

4. The entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity.

5. If there is insufficient property of the partnership to pay off its debts, the claims of creditors are satisfied at the expense of the personal property of any of the participants (or all of them together), i.e. joint subsidiary liability.

6. An individual entrepreneur or a commercial organization can be members of only one general partnership.

7. At the general meeting, each participant has one vote. Upon leaving the partnership, a participant receives a share of property equal to his share in the share capital. In this case, the remaining participants contribute the amount paid to the participant who left, or reduce the amount of the share capital. Pooling of property is also possible on the basis of a joint activity agreement.

8. If one participant remains in a general partnership, he is obliged to transform it into a joint-stock company, limited liability company or additional liability company within 6 months.

9. The only constituent document is the Memorandum of Association. The partnership does not create bodies that express its will externally.

10. There is no minimum amount of share capital provided by law.

Advantages:

1. It is possible to accumulate significant funds in a short time;

2. Each member of the partnership may engage in entrepreneurial activities on behalf of the partnership;

3. General partnerships are more attractive to creditors;

4. It is possible to receive tax benefits.

Flaws:

1. There must be a trusting relationship between general partners;

2. A partnership cannot be a company of one person;

3. In the event of bankruptcy, each member of the partnership is liable for its obligations not only with a contribution, but also with personal property.

Characteristic features of a partnership of faith

Partnership of Faith (limited partnership) is a type of general partnership with some features.

1. Consists of 2 groups of participants: general partners and investors. General partners carry out business activities on behalf of the partnership itself and bear unlimited and joint liability for the obligations of the partnership.

2. Investors can be any legal entities and/or individuals. Investors only make contributions to the property of the partnership, but are not liable with their personal property for its obligations. They do not have the right to participate in the management of the affairs of the partnership and act on its behalf, but have the right to get acquainted with its financial activities.

3. Investors have the right to receive a share of profits proportional to their deposits. They can freely withdraw from the partnership with the receipt of their contribution. They may transfer their share to another investor or a third party without the consent of the partnership or general partners.

4. The constituent document is also the constituent agreement, which is signed only by general partners.

5. The investor can leave the partnership at any time, in which case he receives only his contribution to the share capital, but does not have the right to receive a part of the property proportional to his share in the share capital.

Advantages of a partnership of faith:

1. The same as for a general partnership;

2. To increase capital, they can attract funds from investors.

Disadvantages of a partnership of faith:

1. The same as for a general partnership.

Types of business partnerships:

1.General partnership– a commercial organization whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all property (including personal) belonging to them.

2. Partnership of Faith(TV - limited partnership) includes general partners and investors (limited partners). The status of general partners is similar to a general partnership. Limited partners do not participate in business activities and bear the risk of losses of the partnership to the extent of their contributions.

3. The business company is considered a subsidiary, if another (main) business company or partnership has the opportunity to determine its decisions. The main business company or partnership bears full or subsidiary responsibility for the results of the activities of the subsidiary business company.

4. The business company is recognized as dependent, if another company (participating in its affairs) has more than twenty percent of voting shares or twenty percent of the authorized capital of the LLC.

General partnership- a type of business partnership, the participants of which (general partners), in accordance with the constituent agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and bear joint and subsidiary liability for its obligations with the property belonging to them. Currently, this organizational and legal form is practically not used.

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Required by law

The name must “contain either the names (names) of all its participants and the words “full partnership”, or the name (name) of one or more participants with the addition of the words “and company” and the words “full partnership”” (Article 69 of the Civil Code).

Constituent documents

A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants and must contain the following information:

name of the general partnership;
its location;
procedure for managing the activities of the partnership;
conditions on the size and composition of the partnership's share capital;
conditions on the size and procedure for changing the shares of each participant in the share capital;
conditions on the size, composition, terms and procedure for making contributions by participants;
conditions on the liability of participants for violation of obligations to make contributions.

In the constituent agreement, the founders undertake to create a legal entity, determine the procedure for joint activities for its creation, the conditions for transferring their property to it and participation in its activities. The agreement also determines the conditions and procedure for distributing profits and losses between participants, managing the activities of a legal entity, and the withdrawal of founders (participants) from its composition.

Participants in a general partnership

Participants in a general partnership are called general partners and can only be individual entrepreneurs and (or) commercial organizations (they can no longer take part in other general partnerships). The number of participants should not be less than two. It should be noted that the rights and obligations of participants are distributed in proportion to their contributions to the share capital, while the size of the share does not affect the exercise of their rights by the participants. Decisions are made in the general partnership unanimously, and if this is provided for in the founding agreement of the partnership, by a majority of votes. Each participant has one vote (unless otherwise provided by the constituent agreement), and each participant has the right to represent the interests of the general partnership, unless the constituent document provides for conducting business jointly with other participants of the partnership. A feature of the PT is the full responsibility of the participants, which they bear regardless of the size of the contribution, in other words, the PT participants are responsible with their own property. Relations between PT participants are of a trusting nature. A PT can be transformed by its participants into a business company within 6 months if there is only one participant left. The creditor has the right to recover the missing amount from the share of the PT participant, if there is a lack of other property to cover the debts.

Participants' rights

A participant in a general partnership has the right to:

receive income in proportion to the contribution to the share capital
participate in the management of the partnership’s affairs;
receive information about the activities of the partnership, get acquainted with its accounting books and other documentation in the manner established by the constituent documents;
take part in the distribution of profits;
receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors, or its value;
leave the partnership at any time.

Responsibilities of participants

A participant in a general partnership is obliged to:

bear expenses in proportion to the contribution to the share capital
make at least half of his contribution to the share capital of the partnership by the time of its registration, the rest must be contributed by the participant within the time period established by the constituent agreement;
in case of failure to fulfill the obligation to make his contribution, the participant is obliged to pay the partnership ten percent per annum on the part of the contribution not made and compensate for the losses caused, unless other consequences are established by the constituent agreement;
not to disclose confidential information about the activities of the partnership;
participate in the activities of the partnership in accordance with the terms of the constituent agreement;
refrain from making transactions in one’s own name and in one’s own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

Controls

Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

Each participant in a general partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.

If the conduct of business is entrusted to one or more participants, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the conduct of business.

Share capital

The minimum and maximum amounts of the share capital are not limited.

Profit distribution procedure

The profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.

If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.

Responsibility of participants in a general partnership

Participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership.

A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Retirement of a participant from a general partnership

Each participant has the right to withdraw from the general partnership; however, if an agreement is concluded prohibiting withdrawal from the general partnership, then it is considered void.

Art. 78 of the Civil Code “Consequences of the withdrawal of a participant from a general partnership”:
"1. A participant who has retired from a general partnership is paid the value of a part of the partnership’s property corresponding to the share of this participant in the share capital, unless otherwise provided by the constituent agreement. By agreement of the retiring participant with the remaining participants, payment of the cost of part of the property may be replaced by the delivery of property in kind. The part of the partnership's property due to the retiring participant or its value is determined by the balance sheet drawn up, with the exception of the case provided for in Article 80 of this Code, at the time of its retirement.
2. In the event of the death of a participant in a general partnership, his heir may enter into a general partnership only with the consent of the other participants. A legal entity that is a legal successor of a reorganized legal entity participating in a general partnership has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.
Settlements with an heir (successor) who has not entered into the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a general partnership is liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the limits of the property of the retired participant of the partnership transferred to him.
3. If one of the participants leaves the partnership, the shares of the remaining participants in the share capital of the partnership increase accordingly, unless otherwise provided by the constituent agreement or other agreement of the participants.”

Russian legislation provides for a wide range of organizational and legal forms of doing business. Among those that are traditionally popular among entrepreneurs are OJSC and JSC. It is also common to carry out activities in the status of an individual entrepreneur. At the same time, the Civil Code of the Russian Federation contains provisions that allow Russian businessmen to engage in commercial activities through the establishment of partnerships. This type of organizational and legal form of business is presented in two varieties: partnerships are full and limited. What are the specifics of each of the noted types of organizations? What are the advantages of doing business in the appropriate organizational and legal status?

The essence of the legal form

The Civil Code of the Russian Federation defines a general partnership as a business association, the founders of which, in accordance with the signed agreement, carry out entrepreneurial activities and bear personal responsibility for arising obligations. A citizen can be a member of only one partnership of the type in question.

This legal form of entrepreneurial activity involves the creation of a legal entity. A general partnership must therefore have an official name. But it can be expressed in different ways. First option: a name that looks like a list of the names of all founders. Second option: indicating the names of the main or several key participants, as well as the phrase “and company”.

Nuances of the establishment process

A business general partnership is created on the basis of a constituent agreement signed by all participants. This document must meet the criteria defined in Article 52 of the Civil Code of the Russian Federation. In order to establish a partnership, you will need to form a share capital - in some way an analogue of the authorized capital, which is necessary when registering an LLC or JSC. At the same time, there are no requirements regarding the minimum amount of share capital in Russian legislation.

Contract and capital

Unlike LLCs and JSCs, a charter is not required to establish an organization. That is, a general partnership agreement is the only document that is needed to register a business of the appropriate type. The constituent agreement specifies the shares of each partner in the share capital. It also contains provisions that reflect the specifics of joint business, the rights and obligations of each participant, the procedure for distributing revenue, etc.

The capital of the general partnership is divided within the proportions that, as we noted above, are determined in the memorandum of association. As a rule, the proportions that are set at the level of distribution of shares determine the subsequent formula for personifying the organization’s revenues and losses, but other principles may be reflected in the agreement.

Each of the founders must fulfill at least half of their obligations to form an appropriate corporate financial fund by the time the organization is registered. The rest will be done within the time frame specified in the contract. If one of the partners does not deposit his part of the pooled capital on time, he will be obliged to pay penalty interest. A business general partnership can be established not only by individuals, but also by organizations.

Structure of the memorandum of association

Let's consider the features of the structure of the constituent agreement for partnerships. What provisions should it contain?

A typical sample agreement may include the following items:

official name of the organization;
company location address;
procedure for managing the business of the partnership;
conditions relating to the size and structure of the organization's share capital;
information on the size and methods of changing the shares of general partners in the capital of the organization;
conditions reflecting the size, structure, timing, as well as the procedure for making additional investments by general partners and mechanisms of liability for refusal to comply with relevant instructions;
information on the total amount of investment contributions to the business.

Thus, the constituent agreement must contain provisions reflecting the fact that the participants undertake to register the organization as a legal entity, determine the procedure for joint management of the business, and create conditions for investments and transfer of property.

Let us note that within the framework of the relevant agreement, the conditions for the distribution of proceeds between partners, as well as the procedure for participants’ withdrawal from the organization’s structure, are also fixed.

Rights of participants in a general partnership

Let's consider what rights Russian legislation guarantees for participants in a general partnership. Among the key ones:

receiving income, which is calculated in proportion to the share in the share capital of the organization;
participation in running a business and managing company affairs;
obtaining the necessary information about the results of the organization’s work, familiarization with the financial statements and other documents related to the activities of the company;
participation in the distribution of revenue.

Also, general partners have the right to freely withdraw from the company.

Responsibilities of participants in a general partnership

In turn, full comrades must be prepared to perform a number of duties. Among the main ones:

bear expenses that are proportional to the size of the share in the share capital;
contribute funds to the capital of the company in accordance with the conditions specified in the memorandum of association;
maintain confidentiality regarding business processes and trade secrets.

It can be noted that in many general partnerships the constituent agreement contains a provision that the participants of the organization do not have the right to make transactions on their own behalf and in their personal interests that repeat the essence of the business that is the main one for the company.

Let's consider the specifics of joint business in companies with the appropriate legal status.

Joint business management

A general partnership assumes that each of its founders has an equal number of votes used at meetings, unless other criteria are specified in the agreement. Each member of the company has the right to study documentation related to the business. Also, any person from among the founders can carry out activities on behalf of the entire partnership, unless other rules are specified in the constituent agreement. But it is quite possible that the relevant document will only allow for joint conduct of business. In this case, the consent of all founders is required to conclude transactions.

Revenue distribution

If an enterprise created on the basis of a legal form such as a general partnership makes a profit, then it is distributed among the founders of the organization in accordance with each person’s share in the share capital, unless other rules are established in the agreement.

Business losses are distributed in a similar way. If the value of the company's net assets is lower than the size of the share capital, then the profit is not subject to distribution among the participants of the partnership.

Responsibility

The liability of the participants in a general partnership is subsidiary. The founders of the company are responsible for possible obligations of the organization with their property. Moreover, if a new entrepreneur who was not listed as a founder joined the partnership, then he must be ready to assume part of the existing obligations that arose to the organization in proportion to his share in the share capital.

If the property of a general partnership does not allow, due to insufficient volumes, to pay off the debts of the organization, then the founders must compensate for the corresponding obligations from personal property in proportion to the shares in the joint capital.

Withdrawal from the partnership

Any participant in the partnership has the right to withdraw from the organization by writing a corresponding statement. But this must be done 6 months before the planned exit from the business. True, for good reason, colleagues may allow a person to leave the organization early. A participant who withdraws from the partnership is paid a share of the company’s property proportional to that established for him in relation to the share capital, unless the agreement contains other conditions.

Payment is made in cash (or, if an appropriate agreement is reached, in kind). The amount of payments is determined based on balance sheet indicators at the time a person leaves the business. At the same time, the shares of other participants in the partnership increase. Each founder of an organization can transfer his share in the share capital to his other colleagues or even third parties, but only with the consent of the other entrepreneurs.

Specifics of limited partnerships

Russian legislation allows such legal forms of doing business as full and limited partnerships. The main feature of the former: the responsibility of all participants is subsidiary. In turn, limited category organizations, also called limited partnerships, may include entities with a special status. We are talking about limited investors. These persons are liable only to the extent of their contributions.

Thus, in the composition of faith partnerships there are two groups of participants. Firstly, these are full comrades who play a key role in business. Secondly, these are investors who expect to receive income by investing in the business of their comrades or whose goal is to help them develop their business. It can be noted that limited partners, when transferring amounts of deposits to the business, register them as the property of the organization. This assumes that they have complete trust in the company. This, in fact, explains the name of the corresponding type of organization, which sounds like a “faith partnership.” As soon as the investor deposits the required investment amount, he is issued a certificate confirming this action.

Regardless of the status of the organization - limited or full partnership, the characteristics of the legal status of the founders of the company are practically the same. The liability mechanisms are similar, except that in limited partnerships they may involve a slightly reduced debt burden due to additional investments from investors. If limited partners withdraw their contributions in the prescribed manner, then in this case the limited partnership is converted into a general partnership. But as long as there are contributions from limited partners in the capital structure of the organization, the partnership is named accordingly. Namely: its corporate name must contain the names of all founders, as well as the phrase “limited partnership”.

Depositors' rights

What rights do limited partners have? First of all, they can count on receiving a portion of the company’s revenue in proportion to their share in the share capital. Limited partners also have the right to freely exit the business - but only at the end of the financial year. Investors can also transfer their shares to other business participants in the partnership or to third parties. The consent of the founders of the company is not required. Despite the fact that limited partners cannot make key decisions in business, they have the right to get acquainted with the financial documentation of the enterprise.

Regarding such an aspect as liability for obligations, the general partnership must be ready to pay contributions to limited partners upon liquidation of the company. However, not as a matter of priority, but only after the founders have paid off with other creditors.

Liquidation

The form of business in question can be liquidated in court or by virtue of a decision made by the founders. If only one participant remains in the partnership, he can subsequently transform the organization into a different legal form of doing business.

Why are partnerships created?

What is the reason for the demand in business for such an organizational and legal form as a general partnership? The characteristics of companies operating under this status assume that all its participants are ready to operate under the condition of complete mutual trust. They must understand that if a deal goes wrong, everyone will be held accountable. As a rule, a form of business such as a general partnership is typical for family businesses.

As for the standard forms of relationships in business, when partners and counterparties are generally not relatives and are not bound by certain common ideological values, then a general partnership is not the most popular organizational and legal form. This is mainly due to the fact that the liability of a general partnership for obligations has no fixed limits.

Article 69. Basic provisions on a general partnership

1. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

2. A person can be a participant in only one general partnership.

3. The corporate name of a general partnership must contain either the names (names) of all its participants and the words “full partnership”, or the name (name) of one or more participants with the addition of the words “and company” and the words “full partnership”.

Article 70. Foundation agreement of a general partnership

1. A general partnership is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all its participants.

2. The founding agreement of a general partnership must contain information about the company name and location of the partnership, conditions about the size and composition of its share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition, timing and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.

Article 71. Management in a general partnership

1. Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

2. Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

3. Each participant in the partnership, regardless of whether he is authorized to conduct the affairs of the partnership, has the right to receive all information about the activities of the partnership and get acquainted with all documentation on the conduct of affairs. Waiver of this right or its limitation, including by agreement of the participants of the partnership, is void.

Article 72. Conducting affairs of a general partnership

1. Each participant in a general partnership has the right to act on behalf of the partnership, unless the constituent agreement establishes that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants.

When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.

If the management of the affairs of a partnership is entrusted by its participants to one or some of them, the remaining participants, in order to carry out transactions on behalf of the partnership, must have a power of attorney from the participant (participants) who is entrusted with the management of the affairs of the partnership.

In relations with third parties, the partnership does not have the right to refer to the provisions of the constituent agreement that limit the powers of the partnership participants, except in cases where the partnership proves that the third party at the time of the transaction knew or should have known that the participant of the partnership did not have the right to act on behalf of the partnership .

2. The authority to conduct the affairs of the partnership granted to one or more participants may be terminated by the court at the request of one or more other participants of the partnership if there are serious grounds for this, in particular due to a gross violation by the authorized person (persons) of his duties or his revealed inability to prudent conduct of business. Based on a court decision, the necessary changes are made to the founding agreement of the partnership.

Article 73. Obligations of a participant in a general partnership

1. A participant in a general partnership is obliged to participate in its activities in accordance with the terms of the constituent agreement.

2. A participant in a general partnership is obliged to make at least half of his contribution to the share capital of the partnership before it. The rest must be paid by the participant within the time limits established by the constituent agreement. If this obligation is not fulfilled, the participant is obliged to pay the partnership ten percent per annum on the unpaid part of the contribution and compensate for the losses caused, unless other consequences are established by the constituent agreement.

3. A participant in a general partnership does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities.

If this rule is violated, the partnership has the right, at its own choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions.

Article 74. Distribution of profits and losses of a general partnership

1. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.

2. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.

Article 75. Responsibility of participants in a general partnership for its obligations

1. Participants in a general partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

2. A participant in a general partnership who is not its founder is liable equally with other participants for obligations that arose before his entry into the partnership.

3. The agreement of the participants of the partnership to limit or eliminate liability provided for in this article is void.

Article 76. Changes in the composition of participants in a general partnership

1. In cases of the withdrawal or death of any of the participants in a general partnership, the recognition of one of them as missing, incapacitated, or of limited legal capacity, or insolvent (bankrupt), the opening of reorganization procedures against one of the participants by a court decision, the liquidation of a participant in the partnership a legal entity or a creditor of one of the participants forecloses on part of the property corresponding to his share in the share capital, the partnership may continue its activities if this is provided for by the founding agreement of the partnership or an agreement of the remaining participants.

2. Participants in a general partnership have the right to demand in court the exclusion of any of the participants from the partnership by unanimous decision of the remaining participants and if there are serious grounds for this, in particular due to a gross violation of his duties by this participant or his revealed inability to conduct business wisely.

Article 77. Withdrawal of a participant from a general partnership

1. A participant in a general partnership has the right to leave it by declaring his refusal to participate in the partnership.

Refusal to participate in a general partnership established without specifying a period must be declared by the participant at least six months before the actual withdrawal from the partnership. Early refusal to participate in a general partnership established for a certain period is allowed only for a good reason.

2. An agreement between participants in a partnership to waive the right to leave the partnership is void.

Article 78. Consequences of withdrawal of a participant from a general partnership

1. A participant who has retired from a general partnership is paid the value of a part of the partnership’s property corresponding to the share of this participant in the share capital, unless otherwise provided by the constituent agreement. By agreement of the retiring participant with the remaining participants, payment of the value of the property may be replaced by the delivery of property in kind.

The part of the partnership's property due to the retiring participant or its value is determined by the balance sheet drawn up, with the exception of the case provided for in Article 80 of this Code, at the time of its retirement.

2. In the event of the death of a participant in a general partnership, his heir may enter into a general partnership only with the consent of the other participants.

A legal entity that is a legal successor of a reorganized legal entity participating in a general partnership has the right to join the partnership with the consent of its other participants, unless otherwise provided by the founding agreement of the partnership.

Settlements with an heir (successor) who has not entered into the partnership are made in accordance with paragraph 1 of this article. The heir (legal successor) of a participant in a general partnership is liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the limits of the property of the retired participant of the partnership transferred to him.

3. If one of the participants leaves the partnership, the shares of the remaining participants in the share capital of the partnership increase accordingly, unless otherwise provided by the constituent agreement or other agreement of the participants.

Article 79. Transfer of a participant’s share in the share capital of a general partnership

A participant in a general partnership has the right, with the consent of its remaining participants, to transfer his share in the share capital or part thereof to another participant in the partnership or to a third party.

When a share (part of a share) is transferred to another person, the rights that belonged to the participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred is liable for the obligations of the partnership in the manner established by the first paragraph of paragraph 2 of Article 75 of this Code.

The transfer of the entire share to another person by a participant in the partnership terminates his participation in the partnership and entails the consequences provided for in paragraph 2 of Article 75 of this Code.

Article 80. Foreclosure of a participant’s share in the share capital of a general partnership

Foreclosure of a participant's share in the joint capital of a general partnership for the participant's own debts is permitted only if there is insufficient other property to cover the debts. Creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership’s property corresponding to the debtor’s share in the share capital in order to foreclose on this property. The part of the partnership's property subject to division or its value is determined according to the balance sheet drawn up at the time the creditors present the demand for division.

Foreclosure of property corresponding to the share of a participant in the joint capital of a general partnership terminates his participation in the partnership and entails the consequences provided for in paragraph two of paragraph 2 of Article 75 of this Code.