Economic partnerships. Business partnerships and production cooperatives - the task
As a rule, there is enough limited opportunities and applies mostly to small businesses.
For the same variety as large-scale entrepreneurship, as a rule, it is relevant to combine the efforts of several individuals at once, which as a result turns into a collective business.
Business partnerships- these are associations of several partners with the aim of organizing a joint entrepreneurial activity or businesses in which everyone participates individuals must be sealed by contract or written agreement. The persons signing this main agreement are considered founders.
They have the full right to participate in the management of all affairs, distribute profits, receive information about all types of activities of the partnership, and familiarize themselves with all documentation. In addition, in the event of liquidation of the partnership, the founders receive part of its property or the corresponding cash equivalent.
For a closer and more fruitful union, business partnerships, as a rule, are formalized as enterprises in which not only the efforts, but also the capital of their founders are combined. The initial contribution made is called a deposit or statutory contribution.
Depending on the type of property liability, partnerships are divided into full and limited.
According to the Civil Code, business partnerships are commercial, i.e. organizations whose main goal is to make a profit. At the same time, partnerships that do not have legal status do not have the right to be considered independent entities, because do not have a charter, sometimes even a name.
Business partnerships and companies may have fixed assets, such as buildings, equipment, structures, as their property capital, working capital- stocks of materials, raw materials, finished goods, work in progress, cash resources and other valuables.
A partnership must have at least two participants, and its only founding document is an agreement that is signed by all the founders, called general partners.
In turn, an economic society is the most classic, universal and most widespread form of corporation throughout the world.
Today, Russian legislation provides for three legal organizational forms of business entities.
The most common is a limited liability company. It can be established by several or one person. It can be divided into shares.
In turn, participants in another form - a company with additional liability - have a joint and several contribution in a specifically defined amount, a multiple of their contributions.
Another form is a joint stock company, which becomes a legal entity from the moment of receipt state registration. It must have a specific address and must have a name.
In this case, a joint stock company can be of two types - closed and open. Each type is determined by the way in which the authorized capital is formed, the composition of the founders and, as a consequence, the status of the participants.
For example, in a closed joint stock company, all shares are distributed among a certain, pre-specified circle of persons who have a preemptive right to purchase them from the remaining shareholders.
There are (eg, complete, etc.) carrying out various activities. What is a general partnership and what are its features?
The essence of a general partnership
General partnership- a type of business partnership, all participants in it are full partners. They are responsible before the law for the activities of the partnership with property, and not just with a monetary contribution. All participants are fully committed personal funds, if the state of affairs requires it.
A general partnership was originally a family type of business organization, because this form of doing business requires complete trust in colleagues in the enterprise.
Today, a general partnership can be organized by legal entities rather than individuals. Minimal amount participants are two people. A general partnership is not a common option for organizing a business in today's conditions.
Below is a description of a general partnership.
Characteristics and signs
General partners bear equal responsibility before the law. It doesn’t matter when the comrade joined the organization, immediately after opening, or after a while. Even if a comrade leaves the organization, his liability before the law regarding the activities of this organization remains for another two years.
A participant in a general partnership cannot engage in activities that compete with the general partnership in which he participates. This point is very clearly stated in the charters of such organizations, before a comrade is expelled from the organization.
Advantages and disadvantages
The advantages of this form of doing business are the following:
- The ability to easily raise capital in a short period of time.
- There is a high probability of attracting additional financial investments.
- Positive assessment from creditors.
The disadvantages of such a business are also significant.
- Full individual financial responsibility before the law for the activities of the partnership.
Read below about the features of the organization and governing bodies of a general partnership.
Control Features
A general partnership can be managed in several ways.
- Any participant carries out activities on behalf of the partnership.
- Joint management of the organization's affairs. Decisions are joint and made by all participants.
- Management is carried out by one member, who is elected by the participants.
Constituent documents
The main document of a general partnership is the constituent agreement. It is signed by all members of the organization. It contains the following information.
- Name and location of the partnership.
- How is the partnership managed?
- Information about the capital of the organization, about the shares of participants.
- Responsibility of members of the partnership.
This video will tell you about the founding agreement of a general partnership:
Society members
All participants in a general partnership are its founders. They bear financial responsibility for the activities of the organization. When there are not enough funds to cover the enterprise's debts, creditors have the right to recover the personal property of the participants. Members of a general partnership are only legal entities.
Members of a general partnership have the following rights.
- Receive income that is proportional to its share in the capital of the organization.
- The opportunity to participate in the management of the partnership and receive information about its activities.
- Receive back part of the property that remains after repaying the organization’s debts.
Participants also have responsibilities towards the partnership.
- Expenses are also borne in proportion to the share of participants in the capital.
- The participant must make at least half of his monetary contribution by the time the organization is registered. The remaining balance must be paid within the specified time frame.
- Keep confidential information about the partnership confidential.
- Do not make transactions on your own behalf that will compete with the company’s activities.
Read below about the sources of property of a general partnership and the size of its authorized capital.
Peculiarities various forms management
An association of participants in entrepreneurial activity, partners for a joint business is called a partnership. Participation of partners in a partnership is usually sealed by a written agreement, or contract. For the purpose of a closer and stronger union, the partnership is registered as an enterprise. A partnership allows you to combine not only the efforts, but also the capital of its participants.
Business partnerships are a commercial organization, i.e. making a profit is the main goal of their activities.
Persons who create a business partnership are called its founders. Each of them makes a certain contribution to the partnership and becomes its participant. The initial contribution is called authorized or share capital.
Participants in business partnerships have the right to participate in the management of affairs, receive information about the activities of the partnership, familiarize themselves with its documentation, take part in the distribution of profits, and receive, upon liquidation of the partnership, part of the property remaining after settlements with creditors, or the cash equivalent of the value.
At the same time, participants in business partnerships bear a number of obligations to the organizations of which they are members. Participants are required to comply with the requirements of the constituent documents, make timely and full dues and contributions, maintain trade secrets, and not disclose confidential information. The property of partnerships includes fixed assets (buildings, structures, equipment) and working capital (stocks of raw materials, materials, finished products, work in progress, other inventory items), cash, as well as other valuables.
Partnerships that do not have the status of a legal entity are not independent entities in the sense that they are not legally registered as a single company with its own name and charter, separate property. This is a union of equal persons based on an agreement, a contract. Each of these persons acts not as an employee of the company, but as a participant in a common business, responsible for its fate with his personal property.
Depending on the type of property liability of their participants, partnerships are divided into two main types: full business partnership and limited business partnership.
Full economic partnership- a form of business whose participants (general partners), in accordance with the agreement concluded with them, engage in entrepreneurial activities on behalf of the company and are liable for its obligations with the property belonging to them.
The business name of a general partnership must contain either the names (titles) of all its participants and the words “full partnership”, or the name (title) of one or more participants with the addition of the words “and company” or general partnership.”
A general partnership is created and operates on the basis of a constituent agreement, which must be signed by all participants. Management of the activities of a general partnership is carried out by general agreement of all 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.
The 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 or other agreement of the participants.
An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted. Features of a general partnership:
· the entrepreneurial activity of its participants is recognized as the activity of the partnership itself as a legal entity;
· if there is insufficient property of the partnership to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants (or all of them together). Therefore, the activities of the partnership are based on personal trust relationships of all its participants, the loss or change of which entails its termination. Commercial practice has shown that such partnerships often become a form of family entrepreneurship;
· any of the participants in a general partnership is engaged in entrepreneurial activities on behalf of the partnership as a whole, therefore, for the creation and functioning of a general partnership, a charter defining the competence of its bodies is not required. The only one founding document The constituent agreement serves as such a commercial organization.
Business limited partnership (limited partnership)- a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership within the limits of the amounts , the contributions they made and do not take part in the implementation of entrepreneurial activities.
The company name must contain the words: “limited partnership” or “limited partnership.”
Business partnership on faith is a type of general partnership and has the following features:
· consists of two groups of participants - general partners and investors. The former carry out entrepreneurial activities on behalf of the partnership itself and bear full, unlimited and joint liability for the obligations of the partnership. Another group of participants - investors (limited partners) - makes contributions to the property of the partnership, but is not liable with their personal property for its obligations. Thus, in a limited partnership it is allowed to use the capital of third parties (investors), i.e. there is an opportunity to attract additional funds not at the expense of the property of general partners, which is their advantage compared to general partnerships;
· inclusion of an investor in the company name of the partnership automatically leads to his transformation into a full investor, first of all, in the sense of unlimited and joint liability with his personal property for the affairs of the partnership;
· investors do not have the right to participate in managing the affairs of the limited partnership and act on its behalf, but have the right to familiarize themselves with its financial activities.
Investors have property rights associated with their contribution to the property of the partnership:
ü the right to receive their share of the partnership’s profits;
ü investors retain the opportunity to freely withdraw from the partnership with the receipt of their contribution;
ü the investor can transfer his share or part thereof either to another investor or to a third party, and the consent of the partnership or general partners is not required;
ü upon liquidation of a limited partnership, investors have a priority right over general partners to receive their contributions or their cash equivalent from the property of the partnership after satisfying the claims of other creditors.
Benefits of a general partnership:
· the ability to accumulate significant funds in a relatively short time;
· each member of a general partnership has the right to engage in entrepreneurial activities on behalf of the partnership on an equal basis with others;
· general partnerships are more attractive to creditors, since their members bear unlimited liability for the obligations of the partnership.
Disadvantages of a general partnership:
· there must be a special trusting relationship between general partners, otherwise the collapse of this organization may quickly occur;
· a general partnership cannot be a “one person company”;
· each member of a general partnership bears full and joint unlimited liability for the obligations of this organization, i.e. in the event of bankruptcy, each member is liable not only with his contribution, but also with his personal property.
General partnerships have the same advantages and disadvantages as general partnerships. Their additional advantage is that to increase their capital they can attract funds from investors; general partnerships do not have this opportunity.
Individual entrepreneurs and (or) commercial organizations can combine their contributions and act together to make a profit or achieve another goal that does not contradict the law, without forming a legal entity. Such a union is called simple partnership . The document confirming its existence, defining the goals, rights, responsibilities and obligations of the participants is the Agreement on joint activities.
The contributions of partners are recognized as everything that they contribute to the common cause (including money, other property, as well as business reputation and business connections).
The monetary valuation of all contributions is made by agreement between the partners.
The property contributed by the partners, which they owned as property, as well as the products produced as a result of joint activities and the income received from such activities are recognized as their common shared property.
Please indicate the correct answer(s).
1. Authorized capital:
a) funds raised from outside in the form of loans, financial assistance, amounts received on bail, and other external sources for a specific period, under certain conditions under any guarantees;
b) durable material factors, such as buildings, structures, machinery, equipment, etc.;
c) funds spent on purchases material resources for each production cycle, as well as for labor costs;
d) the totality of funds (contributions, fees, shares) of owners in the property of the enterprise upon its creation to ensure its activities in the amounts determined by the constituent documents.
2. Equity enterprises are:
a) capital used for acquisition own funds production;
b) cost (monetary valuation) of the means of production;
c) the value (monetary value) of the enterprise’s property, which is completely owned by it;
d) capital existing in the form of means of production;
e) capital that is attracted by the enterprise from outside in the form of interest-free loans, financial assistance, etc.
3. Is the statement correct: “Capital can be physical (material) and monetary”: yes, no and why.
4. The property of an enterprise is:
a) means of labor involved in many production cycles, retaining their natural shape and transferring value to manufactured products in parts as they wear out;
b) tangible and intangible elements used by the enterprise in production activities, its assets;
c) objects of labor used in production that are completely consumed in the production cycle;
d) there is no significant difference between these definitions.
5. Typically, the property includes:
a) machinery and equipment, buildings and structures and funds;
b) tangible and material property;
c) tangible, tangible and intangible property;
d) material and information property;
e) tangible, intangible and monetary resources;
f) none of the given answers is correct.
6. In business partnerships, the initial capital is called:
a) authorized capital;
b) authorized capital;
c) share capital;
d) none of the given answers is correct.
Explain the reason for the name.
7. Amount authorized capital and the enterprise’s own property are always equal to each other: yes, no. Explain your reasons.
8. The authorized capital of a JSC can be increased:
a) buying shares from holders;
b) organizing the issue;
c) increasing the par value of shares;
d) carrying out a stock split.
9. A joint stock company has the right to issue bonds in an amount not exceeding:
a) ½ of the authorized capital;
b) ¾ of the authorized capital;
c) the full amount of the authorized capital.
10. The authorized capital of the JSC is:
a) at least 5000 minimum wage;
b) at least 2500 minimum wage;
c) at least 1000 minimum wage;
d) at least 500 minimum wages;
e) at least 250 minimum wages;
f) at least 100 minimum wages.
Test 3 “Fixed capital and its reproductive characteristics.”
Please indicate the correct answer(s).
1. Basic production assets- This:
a) tangible and intangible elements used by the enterprise in production activities;
b) means of labor involved in many production cycles, retaining their natural form and transferring value to manufactured products in parts as they wear out;
c) objects of labor used in production, which are completely consumed in each production cycle;
d) means of labor involved in only one production cycle, retaining their natural form and transferring value to the manufactured product in parts;
e) objects of labor involved in only one production cycle, changing their natural form and completely transferring value to the manufactured product;
f) the property of an enterprise that is used over several economic periods, maintaining its natural form and without transferring its value to the product;
g) part of the authorized capital participating in two production cycles, which retains its form and transfers its value to the product in parts.
2. Production fixed assets include:
a) the administrative and management building of the plant;
b) a car park serving the dormitory;
c) equipment of the factory clinic;
d) machines installed in the educational building of the factory vocational school.
3. Fixed assets do not include:
a) buildings, structures, draft animals;
b) vehicles, equipment, product, productive livestock;
c) furniture, draft animals, perennial plantings;
d) purchased semi-finished products, finished products, raw materials.
4. According to the director of the Red Caterpillar plant, the main production assets of the plant should additionally include:
a) equipment for the Red Rose cafe, owned by the plant as a subsidiary;
b) class to improve the skills of workers;
c) a warehouse of finished products located outside the plant;
d) memorial, non-working machine of the famous turner I.K. Bondarchuk, standing in the museum;
e) CNC machines installed in workshop No. 2.
Indicate any differences with the opinion of the director of the tax office representative.
5. Fixed assets do not include:
a) transmission devices;
b) inventories;
c) draft animals;
d) passenger vehicles.
6. The active part of fixed assets does not include means of labor:
a) equipment;
b) buildings;
c) inventory;
d) vehicles;
d) structures.
7. The passive part of fixed assets includes:
a) tools and household equipment;
b) working and productive livestock;
c) buildings and structures;
d) buildings, structures and transmission devices;
e) only perennial plantings.
8. Arrange the sectors of the economy according to the share of concentration of fixed assets in them from among all fixed assets (start with the owner of the smallest share):
a) transport and communications;
b) housing sector;
c) construction;
d) industry.
9. Power machines and equipment include:
a) turbines;
b) forging and pressing machines;
c) lifting and transport machines;
d) railcars.
10. Non-production fixed assets:
a) do not participate in the production process;
b) do not transfer their value to the product;
c) lose their value during consumption;
d) have a direct impact on the growth of labor productivity of the enterprise and are taken into account when determining indicators of the efficiency of use of fixed capital.
The participants in a general business partnership decided to transform it into a limited partnership (limited partnership). Make a guess about the purpose of the transformation. What legal action needs to be taken? Based on social science knowledge, name two characteristics of what will change and what will remain the same in the legal status of the company and its owners.
Read the text and complete tasks 21-24.
Civil Code of the Russian Federation. Extracts
Article 66. Basic provisions on business partnerships and companies
1. Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.
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3. Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership).
4. Business companies can be created in a legal form joint stock company or limited liability companies.
5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.
Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.
6. Government bodies and organs local government does not have the right to participate on his own behalf in business partnerships and companies.
Institutions may be participants in business companies and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.
Participation may be prohibited or limited by law individual categories persons in business partnerships and companies.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.
Article 66.1. Contributions to the property of a business partnership or company
1. The contribution of a participant in a business partnership or company to its property may be cash, things, shares (shares) in the authorized (joint) capital of other business partnerships and companies, state and municipal bonds. Such a contribution may also include exclusive and other intellectual rights and rights under license agreements subject to monetary value, unless otherwise provided by law.
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Article 68. Transformation of business partnerships and companies
1. Business partnerships and companies of one type may be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by this Code and the laws on business companies.
Explanation.
The correct answer must contain the following elements:
1) assumption about the goal, for example: attracting additional funds to expand activities;
2) legal action: carry out general meeting participants, who must make an appropriate decision (on reorganization);
3) two changes in status, for example:
– new participants-investors will appear who bear the risk of losses only within the limits of their deposits;
– participant-investors will not be able to take part in business activities;
– the investor, unlike a general partner, has the right to leave the partnership at any time and receive his contribution;
4) two characteristics that remained unchanged, for example:
– capital is divided into shares (contributions);
– founders, as before, can only be individual entrepreneurs and commercial organizations;
– the minimum number of participants is two.
All elements of the answer can be given in other formulations that do not distort the meaning
Subject area: Law. Organizational and legal forms and legal regime entrepreneurial activity