A limited liability partnership in Russia

According to the current Russian Federation Civil code among commercial organizations with the authorized capital and the result of which is divided into shares, there are four types of economic societies. The first group includes limited partnerships and General partnerships. Participants can be individual entrepreneurs and private commercial organizations, but not ordinary citizens, i.e. natural persons. The second group, Russian legislation includes joint stock companies, partnerships with limited and additional liability. Their founders can be legal entities and physical, i.e. ordinary Russian citizens. In some cases, legislation limits the participation of individual categories in different forms of business organizations equity share capital.

General information

According to the definition contained in article 87 of the Civil code of the Russian Federation, limited liability partnership – a view of the economic society with divided into shares of share capital owned by its members, in which they responsible for the resulting activities liabilities and risks. The founders, who has not paid their part, carry within them a joint liability.

Brand name of this form of commercial organization shall contain the phrase "limited liability" (OOO). The authorized capital can be invested not only available cash resources and securities as well as property rights, the assessment of which is performed by an independent expert. A limited liability partnership in Russia operates in accordance with the Civil code and Federal law No. 14-FZ and other normative legal acts.

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The Number and types of participants

According to the above-mentioned Federal law, the limited liability partnership may include from one to fifty participants. Another business entity may not be the sole founder. If the number of participants exceeds this limit, such a society must be transformed into a joint stock. Otherwise, it may be liquidated by judicial procedure upon request of other legal entities or public authorities.

In the case of gross breach of duty or obstruction of the activities of the partnership, the participant may be excluded in court. In General, the founders may be citizens of the Russian Federation and legal entities, including other utility companies.

Create limited liability partnership

In accordance with article 89 of the RF Civil code the launch of this kind of commercial organization associated with the meeting of the founders, who decide on the form of their joint activities. In the case of a partnership by one person it is taken individually. The decision on the establishment of a limited liability company must contain the vote on the following matters:

• Adoption of the Charter (the main document LLC).
• The Election of governing bodies.
• The Appointment of the auditor or the audit Committee.

After that, the founders enter into a contract in writing on the implementation of their joint activities, in which you define all the fundamental issues of the company. It specifies the share of each of the participants and the procedure for its payment. In the case of the sole creating a limited liability company this information should include the initial individual decision.

The Charter of a limited liability partnership

The Contract and the agreed decision to establish such forms of business companies are not statutory documents. However, they contain information about the par value and the amount of shares included in the unified state register of legal entities upon registration.

The limited liability Partnership shall have a Statute which shall include the following items (article 12 of Federal law No. 14-FZ):

• Brand name (full and abbreviated);
• Location;
• Information about the governing bodies, their composition and competence;
• The size of the Charter capital;
• Duties and rights of shareholders;
• The order of storing documents and making them available to interested parties.

The Question about the necessary changes in this information can be placed solely at the General meeting. In case of a positive vote on them should be informed the relevant state authorities.

Management and competence of the individual organs

A limited liability Partnership in the strategic plan is driven by the General meeting of shareholders in the tactical – elected Executive body. The competence and the procedure for resolving important issues clearly defined in the legislation. Executivethe governing body can be both sole and collegial, but in any case he is accountable to the General meeting. The competence of the latter include all the important questions:

• Amendments to Charter;
• Formation of the Executive bodies;
• Allocation of profits and losses;
• The decision on liquidation or reorganization;
• Election of the auditor or the audit Committee.

All the other problems the current activities are the responsibility of the governors.

The Reorganization or liquidation of the company

A limited liability Partnership is converted or ending his term of office by unanimous decision of its members at the General meeting. Information on the relevant decision of founders transferred to the Unified state register.

Any participant may voluntarily withdraw from their shares, with priority right of purchase will have his former colleagues. At the exit, he shall be paid the actual value of its shares or issued property in the terms established by the Charter and the legislation of the Russian Federation.