2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16
There are several different forms of partnerships. Each such form has distinctive characteristics and features, from which follow the pros and cons of such ways of organizing a business. In order to better understand this question of what a partnership is, the first step is to understand the very definition of a partnership and its types.
Definition of partnership
In simple words, a partnership is a specific form of business ownership, which is characterized by the presence of two or more founders. That is, each founder takes a share in the total capital of the enterprise. This share is determined by the amount of contribution to the authorized capital. And the amount of liability for the obligations of the enterprise is already determined by the very type of partnership.
To understand what a partnership is, the very definitions of its various types that can function on the territory of the Russian Federation in accordance with the law will help.
First type - general partnership
In a general partnership, all partners assume an obligation to be responsible to the enterprise with all their means. Moreover, if a new founder appears, then hewill be responsible not only for the new obligations of the enterprise, but also for those that were before its entry.
Management decisions in this type of partnership are made at general meetings of the founders either by unanimous decision or by taking into account the majority of votes.
Each member can represent the enterprise and make decisions, unless the memorandum of association provides that all founders conduct business jointly. If this is indicated, then the decision should be made by agreement of all partners. The legislation established that either organizations that operate on a commercial basis or individual entrepreneurs can act as founders.
What is a limited liability partnership, and why is this type of organization the most popular?
This partnership of owners is characterized by the fact that each founder is liable only according to his share in the business. The size of the shares is determined by the constituent documents. All other property is considered personal and inviolable for each of the partners. And this is very tempting for today's businessmen.
Today, this form of legal organization is the most common in the Russian Federation. This is probably due to the fact that most of the participants do not want to be fully responsible for the obligations of the enterprise, but want to be responsible only within their share.
With this form of organization, the founder can beonly one for the entire partnership. At the same time, there are restrictions on the maximum number of participants - no more than 50. The legislation of the Russian Federation establishes a minimum authorized capital of a limited liability partnership in the amount of ten thousand rubles.
Decisions are made at meetings of the founders of such a partnership. And their work is controlled by the audit commission (supervisory board).
Mixed partnership - all the best in one form
In a mixed partnership, all founders are divided into internal members and external members, who are simply contributors. Complementaries (internal members) are liable for obligations to the full extent of their property, that is, with all their means. At the same time, external contributors (limited partners) - only within the limits of their contributions. The essence of a partnership of this form of organization is to combine some of the distinguishing features of the previous two types.
Decisions in such a partnership are usually made by complementaries. They manage all activities of the enterprise. They determine what will be the activities of the partnership and the vectors of its development. Limited partners are simply investors who do not make managerial decisions.
A mixed partnership may issue shares for the amount of limited partners' deposits. Such a partnership will be called a joint-stock company.
As a result, after studying the information about what a partnership is, what are its forms, you can understand what kind of partnership is needed for specific purposes, because each of them is goodin my own way.
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