On July 1, 2012, Federal Law No. 380-FZ “On Business Partnerships” came into force, approving a new organizational and legal form of a legal entity - a business partnership operating on the basis of the equity principle.

A business partnership is recognized as a commercial organization created by two or more persons, in the management of whose activities, in accordance with the Law, the participants of the partnership, as well as other persons, take part within the limits and to the extent provided for by the partnership management agreement.

Like any other legal entity, a partnership is considered created from the moment of state registration in the manner established by the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and individual entrepreneurs" In this case, the creation of a partnership is possible only through establishment. It cannot be created by reorganizing an existing legal entity.

The participants of the partnership are not liable for the obligations of the partnership and bear the risk of losses associated with its activities, within the limits of the amounts of contributions made by them. The partnership is liable for its obligations with all its property and is not liable for the obligations of the partnership participants.

The share capital of a business partnership, similar to the authorized capital of an LLC, is divided into shares. However, unlike an LLC, the minimum amount of share capital of a business partnership is not established by law.

It should be noted the obvious features of the organizational and legal structure under consideration:

Firstly, this concerns the legal capacity of a business partnership. Unlike an LLC, which has no special restrictions on its activities, a partnership cannot issue bonds and other securities. valuable papers;

Secondly, the Law contains a ban on partnerships advertising their activities. Perhaps the legislator is putting up anti-advertising barriers so that new structures do not replace credit consumer cooperatives, which have greatly discredited themselves in recent years;

Thirdly, partnerships are not allowed to establish legal entities or participate in them, with the exception of unions and associations (Parts 4, 5, 7 of Article 2 of the Law).

Fourthly, in accordance with this law, persons who are not members of the company, not named in the Unified State Register of Legal Entities, but who are participants in the partnership management agreement (confidential participants) can be included in the internal corporate activities of the partnership. It should be noted that in relation to these participants there is practically no regime of legal regulation of their rights and obligations; their status is determined only by contractual regulation - the partnership management agreement. At the same time, even the register of participants, which the partnership is obliged to maintain, does not contain any information about such persons.

Fifthly, restrictions on the number of participants have been introduced. A partnership cannot be established by one person. The partnership cannot subsequently become a single-member partnership. If the number of participants in the partnership is reduced to one participant, the partnership is subject to either reorganization or liquidation in the manner prescribed by law. A feature of the reorganization of a partnership is that it can only be reorganized in the form of transformation into a joint-stock company. This imperative norm is enshrined in Art. 24 Laws.

The number of partnership participants should not be more than fifty. If the number of partnership participants exceeds the limit established by this part, the partnership must be transformed into a joint-stock company within a year. If within the specified period the partnership is not transformed and the number of partnership participants is not reduced to the established limit, it is subject to liquidation in the manner prescribed by the Law.

Sixthly, the peculiarities of regulating the liability of a business partnership, which distinguishes it, for example, from limited liability companies, are two points:

- the possibility of the partnership participants fulfilling their obligations to the creditors of the business partnership if the question arises of foreclosure on the exclusive rights to the results intellectual activity(Part 4 of Article 3 of the Law on Business Partnerships);
- the opportunity to provide in an agreement with creditor-entrepreneurs a condition on the full or partial termination of the obligations of the business partnership to them upon the occurrence of certain conditions specified in such an agreement (Part 3 of Article 3 of the Law on Business Partnerships).

The last rule may conflict with the principle of inadmissibility of limiting liability for obligations (clause 1 of Article 400 of the Civil Code of the Russian Federation). This provision establishes that the law may provide for cases of limitation (but not complete exclusion) of the right to full compensation for losses under certain obligations or arising from a certain type of activity. At the same time, the considered norm of the Law on Business Partnerships formulates this rule without any restrictions on the types of obligations or activities.

Seventh, the Law on Partnerships allows for the possibility of expelling a participant from the partnership if the participant violates his obligations assigned to him by law or the agreement on the management of the partnership, or his actions (inaction) make the operation of the partnership impossible or significantly complicate it. This provision coincides with Art. 10 of the Federal Law “On Limited Liability Companies”. However, the Law on Partnerships allows exclusion not only in court, but also out of court by unanimous decision of the remaining partners of the partnership only if the partnership participant does not fulfill the obligations for the initial or subsequent contribution to the pooled capital (part of the contribution) within the established period. The decision to exclude from the partnership can be appealed by the excluded participant in court.

Despite the fact that in the Russian Federation sufficient quantity various organizational and legal forms of a legal entity, at the end of 2011 the Government decided to introduce another type, namely a business partnership.

This form of enterprise, as conceived by the legislator, was supposed to become something between households. partnership and household society and serve as an ideal option for running an innovative business. Thus, citizens of the Russian Federation received the right to create an economic partnership. Examples of industries most suitable for this are: organizations working on applied scientific research, design activities, technical, technological innovations, etc.

The concept of economic partnership

These enterprises have the opportunity to conduct their business only in those areas and only those types that are approved by the Government of the Russian Federation. However, to obtain the right to engage in some of them, partnerships are required to have a license. Participants in a business partnership can be both private individuals and legal entities.

Legal regulation

Like any other type of activity, they are regulated by legislation of the Civil Code of the Russian Federation and the relevant Federal Law. Main features and nuances of household management. partnerships are provided for in federal law. This law(Federal Law No. 380 “On Business Partnerships”) was adopted in December 2011, on the third day.

The Government of the Russian Federation prescribes how business partnerships should be founded and managed. Civil Code of the Russian Federation in Art. 50 establishes partnership as one of the forms in Art. 65.1 specifies that this kind of enterprise is a corporate legal entity.

Federal Law No. 380 defines legal status business partnerships, the procedure for their establishment and management, their rights and obligations, features of reorganization or liquidation, as well as the rights, obligations and responsibilities of partnership participants. It spells out the nuances of creating and maintaining constituent documents and share capital.

Establishment of a partnership

The establishment of an organization of such a form as a business partnership is possible only by decision of the founders at their meeting (in full force). Forming a company by reorganizing another enterprise is not possible.

At the time of establishment of this business The participants are required to select and appoint an auditor for the partnership. It can be either an organization or one that has the right to engage in auditing in accordance with the legislation of the Russian Federation.

Resolution on approval of households. The partnership must contain the voting results of the founders, as well as information about the decisions they made (on concluding a partnership agreement, electing management bodies, etc.).

Registration of a business partnership is regulated from 08.08.2001 “On State. registration of legal entities and individual entrepreneurs.” Carried out by the Federal Tax Service within the time limits established by law.

Partnership governing bodies

Business partnerships must mandatory elect a sole executive body and an audit commission.

The procedure for their formation is fixed in the partnership agreement, except for those features and nuances that are specified in the charter.

The sole executive body is elected by choosing one of the partnership participants for the period specified in the charter or for an indefinite period, if this nuance is not specified in the constituent document. All information (including information about changes) about the sole executive body is subject to state registration. registration.

The sole executive body acts on behalf of the partnership (without a power of attorney), bears responsibility and has the rights specified in the management agreement. He has the right to issue decrees on the appointment or dismissal of employees of the organization, reward or fine employees.

The partnership audit commission (auditor) is a body that has the right to conduct regular independent audits of the partnership and its financial and economic activities. She has access to all legal documents. faces. The procedure for its activities is established by the partnership charter.

An auditor or a member of the commission can only be a person who is not a participant in the business partnership.

Rights of participants and partnerships in general

The Federal Law on Business Partnerships (Article 5 of Federal Law No. 380) explains and regulates the rights of participants in a legal entity, namely participants have the opportunity to:

manage the partnership;
receive all necessary information about the organization’s activities, including access to accounting and other documentation;
sell your own share in the capital of the partnership, and in the event of a sale, the remaining members of the partnership have the preemptive right to purchase, and all transactions are formalized by a notary;
in the event of liquidation of a legal entity, receive part of the property (in kind or monetary equivalent), if any remains after all settlements with creditors;
give up an interest in a partnership or require the partnership to buy it out.

Also, if the enterprise management agreement provides, the participants have the right to give their own share as collateral.

As for the rights of a business partnership, the federal law on business partnerships gives it the opportunity to have all the civil rights and obligations that are necessary to carry out any activity permitted by the laws of the Russian Federation, if this does not contradict the goals of the partnership, which are specified in the Charter and agreement.

At the same time, the Federal Law prohibits partnerships from:

be a founder or participant in other enterprises (legal entities), with the exception of unions or associations;
issue bonds or other securities;
advertise the activities of the organization.

Duties and Responsibilities

In addition to the rights vested in the partnership participants, as well as the enterprise as a whole, the law on business partnerships outlines their duties and responsibilities. Thus, participants of these companies are obliged to:

make contributions to the share capital within the time frame and in the volumes stipulated by the agreement;
do not disclose confidential information about the work of the organization.

It is worth noting that the participants of the organization are not liable for the obligations of the partnership, but only have the risk of possible losses associated with the activities of the enterprise, within the limits of their contributions. Meanwhile, the partnership is liable with all its property for its own obligations and is not liable for the obligations of its participants.

If the partnership does not have enough funds to pay creditors, the participants can voluntarily repay this debt.

If the agreement on the management of a business partnership provides for the appointment of members to manage the partnership, then these persons are liable for losses to the organization if they arose through their fault (action/inaction). An exception may only be other grounds or amounts of liability specified in the agreement or Federal Law.

Those partners who do not make an initial or subsequent contribution to the pooled capital within the established time limits may be expelled out of court, and the decision to alienate must be made unanimously. It is also worth noting that if the partners of an enterprise violate their obligations, which are enshrined in the Federal Law, then the participants have every right exclude him from the partnership through the court.

Partnership Charter

The property that remains after settlements with creditors must be transferred by the liquidation commission to all partnership participants in proportion to their contribution to the share capital.

From the above, we can conclude what distinguishes economic partnerships from other organizational and legal forms. The Civil Code of the Russian Federation and Federal Law No. 380 allow legal entities of this type:

protect contractual relationship between the founders of the partnership;
ensure a balance of interests of business participants in accordance with their contributions;
have great freedom in the distribution of the rights and responsibilities of the founders, in shaping the features of partnership management with the help of a management agreement.

On July 1, 2012, Federal Law No. 380-FZ “On Business Partnerships”, adopted on December 3, 2011, comes into force ( hereinafter referred to as the Law), according to which a new organizational and legal form of legal entities is being created in Russia - an economic partnership. Simultaneously with this Law, changes to Article 50 of the Civil Code of the Russian Federation on the inclusion of business partnerships in the closed list of forms of commercial organizations will come into force.

Economic partnership ( further - partnership) a commercial organization created by two or more persons is recognized, in the management of whose activities, in accordance with the Law, the participants of the partnership, as well as other persons, take part within the limits and to the extent provided for by the agreement on the management of the partnership. An analysis of the provisions of the Law shows that, in a number of ways, partnerships are similar to business partnerships and companies, primarily LLCs. Thus, a partnership has the right to engage in any type of activity not prohibited by federal law (and not just innovative activity, as was proposed when the Law was developed). However, there are significant differences: the partnership is prohibited from issuing bonds and other equity securities, as well as advertising its activities, which makes the use of this form unprofitable in certain areas of business (for example, in consulting). A partnership cannot be a founder and participant in other legal entities, with the exception of unions and associations. In addition, the Russian Government may establish standards own funds for partnerships that implement certain types activities. A partnership can only be created by incorporation; The law does not allow the reorganization of an existing legal entity into a partnership. The minimum amount of partnership capital is not limited. Any property can be contributed to the pooled capital, except for securities (only bonds determined by the authority can be included executive power in the field financial markets). The monetary value of the property contributed to the joint capital is approved by a unanimous decision of the partnership participants. In this case, the involvement of an appraiser is not required, even if the contribution is not made in cash, and other property regardless of its size. The partnership is liable for its obligations with all the property belonging to it and is not liable for the obligations of its participants, and the participants, in turn, are not liable for the obligations of the partnership and bear the risk of losses associated with its activities, within the limits of the amounts of contributions made by them. In addition, the participants of the partnership or one of them has the right to fulfill the partnership’s obligation to its creditors if there is a threat of foreclosure on the exclusive rights to the results of intellectual activity belonging to the partnership. The right to claim the partnership passes to the participants who have fulfilled the obligation.

Partnership participants

Partnership participants can be both citizens and legal entities. But unlike joint stock companies and LLCs, a partnership cannot be established by one person. If there is only one participant left in the partnership or there are more than 50 participants, the partnership must be converted into a joint stock company or liquidated. Partnership participants have practically the same rights and obligations as LLC participants: the right to participate in the management of the partnership, receive information about its activities and receive part of the property after liquidation, and the obligation to contribute to the share capital. Just like LLC participants, partnership participants have the right to alienate their share in compliance with preemptive right purchases of other participants and partnerships. However, a pledge of a share is possible only if it is expressly permitted by the partnership management agreement. The transaction for the alienation of a share must be completed in notarial form, otherwise it is invalid. The rights and obligations of the participant who transferred the share are transferred to the acquirer of the share in the relevant part, and the acquirer of the share joins the partnership management agreement.

Partnership Management Agreement

In accordance with Article 9 of the Law, the only constituent document of a partnership is the charter. However, another document is much more important in managing a partnership - partnership management agreement, which is concluded in writing when establishing a partnership, is subject to mandatory notarization and is kept by a notary at the location of the partnership. State registration of the agreement is not required. In addition to the partners of the partnership, for whom the conclusion of an agreement is mandatory, persons who are not participants in the partnership, as well as the partnership itself, can participate in the agreement, if this is permitted by the charter (Clause 2 of Article 6 of the Law). The agreement may contain any conditions for the management of the partnership, its activities, reorganization and liquidation that do not contradict the law. For example, an agreement may provide for restrictions (including a complete ban) on the alienation of a share, establish a procedure for exiting a partnership, limit the right of participants in the agreement to financial, labor and other participation in the activities of other legal entities and individual entrepreneurs for a certain period, the right of partnership participants require other partners to sell their shares in the partnership to predetermined persons. The management agreement, while not formally the founding document of the partnership, is actually intended to fulfill its functions. Without an agreement, the partnership simply will not be able to carry out its activities, since almost all internal relations in the partnership (size, timing, procedure for making contributions from participants, structure of management bodies and their powers, procedure and timing for implementing the rules for fulfilling the duties of participants and other persons) must be regulated by this document . In this case, the agreement is not subject to registration in the Unified State Register of Legal Entities, and its contents are not disclosed to persons not participating in it. Moreover, the Law directly requires the inclusion in the agreement of conditions on the confidentiality of information about the content of the partnership’s activities and participation in it. How can interested parties find out about the contents of the agreement? Third parties, including creditors and counterparties to partnership transactions, may obtain information about the contents of the agreement from the sole executive body partnership, which provides creditors and other persons entering into relations with the partnership with information about the content of the agreement, including the powers of management bodies (Article 6 of the Law). The provision of information can be carried out by issuing consent to familiarize yourself with the agreement, and the signature of the general director on such consent must be notarized. It seems that in practice the issue will be resolved more simply: interested parties will receive copies of the agreement from the partnership’s governing bodies, rather than review it at the notary’s office. This “closed nature” of the partnership management agreement raises reasonable concerns among many lawyers. Statutory prohibiting parties to an agreement from referring to its provisions in relations with third parties does not fully solve the problem. Participants in civil transactions, entering into relations with a partnership, will not be able to freely familiarize themselves with the main document regulating its activities, and therefore will not be able to adequately assess their own risks from such cooperation. This is especially important since, by virtue of Article 6 of the Law, a violation of the agreement may be grounds for the court to invalidate the decisions of the partnership management bodies (again, in cases provided for by the agreement itself).

Partnership activities management

The system, structure, powers and procedure for the formation and operation of partnership management bodies are determined by the partnership management agreement. The law requires the mandatory creation in a partnership of only a sole executive body (general director or president), who is elected only from among the partnership participants - individuals and acts on behalf of the partnership in its relations with third parties. The formation of other management bodies, their competence and the procedure for carrying out their activities are determined in the management agreement. Even holding a general meeting of participants, without which the activities of LLCs and joint stock companies is impossible, is not necessary for a partnership, although it may be provided for in the agreement (for example, if other persons do not participate in the management of the partnership). The law provides for the right of a participant to participate in the management of the partnership and prohibits the removal of all participants from the management of the partnership's activities. However, in fact, the exercise of this right can be minimized, since the procedure for such participation is established by an agreement, which may determine that participation in the management of the partnership and distribution of profits is carried out disproportionately to the size of the participants’ shares in the share capital. At the same time, the so-called “other persons” participating in the management of the partnership do not bear any obligations either to the partnership or to its participants, do not participate in the formation of the partnership capital, and their liability can be excluded by the management agreement. Thus, the legal structure of business partnerships combines almost unlimited freedom to organize the internal management of a legal entity and at the same time almost complete absence liability for persons managing the partnership. Many scientists and practicing lawyers rightly note that the opacity of partnership management processes can create a direct threat to the interests of the partnership’s creditors and the stability of civil turnover in general. The Council for the Codification of Civil Legislation, in its conclusion to the draft Law, indicated that the simultaneous participation in a partnership of its participants, the partnership itself and other persons “creates a complex, intricate system of legal connections between these persons and the ground for disputes, and, if desired, for abuse.” Time and practice will tell whether these fears will be justified. Vera Ryabova – lawyer in the real estate and urban planning practice of Rightmark group

It appeared relatively recently - in December 2011. The main issues relating to the formation and functioning of this entity, as well as its rights and obligations (as well as the rights and obligations of its participants), are reflected in. In this article we will talk about the features of business partnerships, and we will start the conversation with the definition of this type of legal entity.

The concept of economic partnership

In accordance with the above, economic partnership is recognized a commercial organization created by two or more persons, in the management of which the partnership participants, as well as other persons, take part within the limits and to the extent provided for by the partnership management agreement. So, let's talk, first of all, about who is participants in this partnership. From this definition It follows that both legal entities and individuals can create a partnership, and at least two participants can establish it. Thus, if the number of partners in a partnership falls below two, it must be dissolved or reorganized. If the number of participants becomes more than 50, it must be transformed into a joint stock company.

The establishment of a partnership is carried out by decision of its founders on general meeting founders. Creating a partnership by reorganizing an existing one is not permitted. The created economic partnership is subject to mandatory state registration.

When creating this business partnership, each of its participants must make a contribution (immediately or gradually - this condition stipulated in the agreement) into the capital of the partnership, while the minimum contribution amount is not established. Contribution to the partnership capital may be exercised in money, other things or property rights or other rights having a monetary value. Securities cannot act as a contribution, with the exception of bonds of business companies (the agreement may establish other types of property that are not subject to contribution). Release of a participant from the obligation to make a contribution is not permitted, and failure by a participant to perform this action is grounds for his exclusion from the partnership. The partnership maintains a register of its participants, indicating the contributions they have made (size, timing, etc.).

Main economic partnership is the charter(requirements for the content of the charter are contained in Article 9 of Federal Law No. 380), which is signed by all its founders. However, in addition to this, there must be an agreement between the partners of the partnership partnership management agreement. This agreement is concluded in writing and is subject to mandatory notarization; any changes made to the agreement are also subject to notarization. The agreement may establish other (besides those specified in the law) rights and obligations of partnership participants, as well as the rights and obligations of persons who are not participants in the partnership, and in addition, the agreement may contain any conditions regarding the management of the partnership that do not contradict the law. The main requirements for the content of a partnership agreement are listed in Article 6 Federal Law No. 380. In fact, the partnership agreement is the main document on which the entire organization of the partnership is built: many issues relating to the internal activities of the partnership, the rights of its participants, the scope of their participation in the activities of the partnership, etc. are established on a contractual basis in this agreement. Thus, the legislator has provided ample opportunities for independent decision partnerships on a significant number of their organizational (and other) issues.

It is necessary to say a few words about the internal structure of economic partnership. The system, structure and powers of the partnership management bodies, the procedure for their activities and termination of activities are determined by the partnership management agreement (in some cases, the partnership charter). In accordance with the law, It is mandatory to organize a sole executive body of the partnership (CEO, President and others), which serves as individual, elected from among the partnership participants. Information about it is entered into the unified state register of legal entities. The sole executive body has sufficient large spectrum rights (established in the charter and in the agreement between the partnership and the person performing the functions of its sole executive body) representing the interests of the partnership and acting on behalf of the partnership. At the same time, to carry out this activity, the sole executive body does not need a power of attorney - only in some cases additional approval by the partnership of its actions may be required. To check the financial statements, the partnership engages an audit organization or an individual auditor.

From considering questions about the procedure for organizing and structure of business partnerships, let's move on to considering the rights and obligations of the partnership and its participants.

Rights of economic partnership and its participants. Responsibility

The rights of a business partnership, as a legal entity, should be distinguished from the rights of its participants. Therefore, let us first list economic partnership rights– or rather, what it can do and what it can’t. So, a business partnership can have civil rights and bear civil responsibilities necessary to carry out any type of activity that is not prohibited federal laws, if this does not contradict the subject and goals of the partnership established in its charter and agreement. At the same time, the law establishes certain restrictions for business partnerships - they do not have the right:

Issue bonds and other issue-grade securities.

I would also like to highlight separately rights and obligations of participants in a business partnership. Thus, partnership participants have the right ( Article 5 of Federal Law No. 380):

Participate in the management of partnership activities

Receive information about the activities of the partnership and get acquainted with its financial statements and other documentation

Sell or otherwise alienate (the transaction is formalized in notarial form) your share in the joint capital of the partnership, subject to the pre-emptive right of purchase of other participants and the partnership itself. shares in the share capital are possible only if this is expressly permitted by the partnership management agreement.

In the event of liquidation of the partnership, receive part of the property remaining after settlements with creditors, or its value

It should be noted that the participants of the partnership are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them. In turn, the partnership is liable for its obligations with all the property belonging to it and is not liable for the obligations of its participants. The peculiarities of the liability of a partnership, in the absence or insufficiency of its property, are established in - obligations to creditors can be fully or partially repaid voluntarily by one, several or all partners of the partnership.

I would especially like to mention responsibility of members of the partnership management bodies (if the formation of such bodies is provided for in the agreement) and the sole executive body. These entities are liable (the liability of several persons is joint and several) to the partnership for losses caused to the partnership by their guilty actions (inaction), unless other grounds and the amount of liability are established by the partnership management agreement or federal laws.

Business partnerships

Business partnerships are commercial enterprises created by several persons (at least two, but not more than 50), which are managed by members of the organization or other persons within the limits and volumes established by the partnership management agreement. Household partnership is one of the forms of a legal entity, legally established and regulated in Russia. These enterprises have the opportunity to conduct their business only in those areas and only those types that are approved by the Government of the Russian Federation. However, to obtain the right to engage in some of them, partnerships are required to have a license. Participants in a business partnership can be both private individuals and legal entities.

Since economic partnership is intended for participants specifically in innovative activities, where excessive government control and administrative barriers can do more harm than good, the procedure for creating, reorganizing and liquidating an economic partnership is simplified. However, there is a restriction regarding the reorganization of a partnership - it can only be carried out in the form of transformation into a joint-stock company (it is not specified which type). joint stock company- in a closed joint-stock company or open joint-stock company).
A definite plus economic partnership is the absence of requirements for the minimum amount of equity capital and the absence of the need to comply with a number of administrative requirements that arise when increasing/decreasing capital in other commercial organizations. The removal of such barriers should contribute to the development of venture capital activities in Russia.
One of the main features of a business partnership is to provide participants with significant freedom in terms of choosing a method of management, structuring internal relations between participants, and the ability to establish different regimes of rights and obligations of participants in a business partnership. The embodiment of the dispositive regulation of the activities of a business partnership is an agreement on the management of the partnership. Enough high degree dispositive regulation should, according to the logic of the legislator, help increase the adaptability of economic partnerships to a specific innovation project.

The law provides for the formation of share capital in a partnership, by analogy with a general partnership and limited partnership. Contributions to the share capital can be things, money, property rights and other rights that have a monetary value. For the first time, the law establishes the obligation of a partnership participant to pay interest for late contributions to the partnership capital. This makes it possible to ensure stability of partnership financing, for example, when implementing an investment project. Of interest is the restriction on the inclusion of securities in the share capital, with the exception of bonds of companies, the list of which will be determined by the Federal Financial Markets Service of Russia.
The presence of share capital and responsibility for violating the terms of successive contributions to it, thus makes economic partnership a very attractive form for the implementation of innovative investment projects with venture financing.
By analogy with business companies, the Law provides for the creation and functioning of a sole executive body. The business agreement may stipulate, among other things, the procedure for approving the actions of the sole executive body.
The shares of partnership participants may be the subject of transactions, including collateral. The procedure for carrying out such transactions is determined mainly by the operating agreement. The law establishes only the procedure for the partnership and participants to exercise the preemptive right to purchase a participant’s share. However, this right can be canceled by an agreement on the conduct of activities.
The share of a partnership participant may be foreclosed on in the amount of the actual value of this share, calculated on the basis of the financial statements as of the last reporting date preceding the date of foreclosure.
Broad discretionary powers of partnership participants regarding the alienation of shares in it should, in the opinion of the legislator, make it easier for a foreign investor to participate in investment projects, since such transactions, for example with shares in the authorized capital of an LLC, are too “regulated” and do not provide adequate transparency of freedom of action for the investor.
As a general commentary on the Law, it is necessary to highlight the special, intermediate nature of a business partnership as a link between simple partnerships (“associations of persons”) that do not have their own legal capacity and business companies (associations of capital) that have the status of a legal entity.