General partnership: essence, advantages, main provisions

A simple partnership (SP) is formed on the basis of an agreement. This is a form of subject to which special requirements are imposed.

Question: How are the receipt of an object of fixed assets (PE) as a contribution to a simple partnership and its return to the partner (participant) upon termination of the joint activity reflected in the separate accounting of transactions in a joint activity? A comrade who conducts general affairs applies the simplified tax system. The monetary value agreed upon by the participants for the specified fixed assets (production equipment), received from a participant applying the general taxation system, is 180,000 rubles, which is equal to the residual value of the object according to the accounting and tax records of this participant. Established by the partner conducting common affairs, the useful life of the fixed asset for accounting and tax accounting purposes is 36 months (taking into account the useful life of the participant - the previous owner). Depreciation in accounting and tax accounting is calculated using the straight-line method. After one year, due to the termination of joint activities, the fixed assets object is returned to the participant. View answer

What is a general partnership

A general partnership is an organizational and legal form that is provided for commercial organizations. PTs are created to unite several legal entities and/or commercial companies, the purpose of joint activities of which is to make a profit.

Please note that the legislation does not provide for the opportunity for individuals, non-profit organizations and government employees to become founders of a general partnership.

The basic law regulating the activities of a general partnership is Articles 69-81 of the first part of the Civil Code of the Russian Federation. In accordance with these articles, a person carrying out commercial activities has the right to be a participant in only one PT.

In the Civil Code of the Russian Federation, a full partnership is considered a legal entity, therefore a commercial organization can begin its activities only after being included in the Unified State Register of Legal Entities.

Signs of a general partnership

A general partnership is created and operates on the basis of the Memorandum of Association, which is concluded between the participants. This is the fundamental document of a commercial organization.

Features of a full business partnership - all participants jointly and severally bear subsidiary liability for obligations, regardless of the size of the contribution. In addition, the distinctive features of PT are:

there are no governing bodies of the general partnership as such;
management of the activities of a general partnership is carried out by mutual consent of all participants;
each founder has the right to receive all information about the activities of the PT, as well as have access to all documentation of the partnership;
each of the founders has the right to act on behalf of the partnership.

In addition, one of the characteristics of a general partnership is the absence of a mandatory minimum share capital. But this does not mean that it should not exist at all; it is needed, since it is it that is primarily used to satisfy the claims of creditors.

Advantages and disadvantages

There are both pros and cons to a general partnership. The advantages of PT are:

a fairly flexible and fast system for attracting additional funds;
each member of the partnership has the right to act on behalf of the organization;
On the part of creditors, the level of trust in PT is much higher.

The disadvantages include:

a general partnership can only be organized by commercial organizations and individual entrepreneurs;
each of the participants in the partnership is equally liable not only for contributions, but also for personal property;
To create a general partnership, there must be a trusting relationship between the participants.

Both the strengths and weaknesses of the PT are quite significant, so before creating it you should carefully weigh everything.

Advantages and disadvantages of HOAs and options for leaving it

Membership in SNT is voluntary. If you own land and a house on it, you can enter into direct contracts with resource supply organizations for the supply of water and electricity and not enter into SNT.

If entrepreneurs decide to register an LLC and become its participants, a new legal entity will be created - a business entity.

The founders of a cooperative can be several people who decided to create it on share terms. The founding document of the organization is the Charter, it is adopted at the general meeting of founders and must contain the following points:

Name and address of the cooperative.
For how long it is created, if it will be valid indefinitely, this must be indicated.
The goals that the subject of activity sets for itself must indicate the intended activities of the cooperative.
The procedure for admitting new members, the amount of the initial contribution.
The amount of subsequent contributions and the procedure for making them, etc.

A limited partnership allows you to conduct business activities on behalf of the organization, be responsible for all obligations and be liable for them in accordance with all your own property. Investors-commanders practically do not participate in the activities of the company; they bear risks according to the size of their contribution to the capital.

Authorized capital

The authorized capital of a general partnership is also called share capital. Not only cash, but also property, securities, property and non-property rights that have a cash equivalent can be used as a deposit. The minimum amount of authorized capital for a general partnership is not established by law; the participants independently determine its optimal size.

All contributions to the share capital are the property of the general partnership. The assessment of deposits is carried out by agreement of the founders.

Capital formation is carried out in two stages:

50% is paid at the time of registration of the general partnership.
The remaining 50% is paid after registration within the time limits established by the Charter.

If a participant violates the rules for the formation of the authorized capital, he compensates the partnership for losses and pays a fine in the form of a percentage of the contributed amount.

Please note that it is necessary to keep analytical records of contributions to the authorized capital of each founder. This will help to clearly reflect the contribution of each participant in the partnership.

Registration of a general partnership

Registration of a general partnership is carried out in the same way as registration of legal entities. To register a PT, you must submit an application to the appropriate registration authority. In addition to the application, you also need to provide a document confirming payment of the state fee and constituent documents: the constituent agreement and minutes of the meeting of founders.

The constituent agreement of a general partnership must contain:

Name of the organization;
the address of its location (this can be non-residential or rented premises);
organizational and legal form;
procedure for managing the activities of PT;
size and composition of the authorized capital;
size, composition, terms and procedure for making contributions to the share capital;
liability of founders for violation of obligations to make contributions;
the size and procedure for changing the shares of each participant in the general partnership in the authorized capital.

Buying a plot in SNT

To buy or sell a plot in SNT, you need to prepare a package of documents:

documents confirming the right of ownership of housing on the site, that is, a certificate of ownership. If it is not formalized, you will need to provide Rosreestr with a technical plan of the house and an extract for the land from the Unified State Register of Real Estate. Under the dacha amnesty, property registration is quite simple;
land documents - cadastral passport and land plot plan;
boundary work for the site. It can be obtained from the BTI;
documents according to which the property was received or purchased. Purchase and sale agreement, gift agreement or certificate of inheritance;
extract from the Unified State Register of Real Estate;
certificate from SNT confirming that the owner has no debts before the merger.

Profit distribution procedure

The distribution of profits and losses of the general partnership is carried out in accordance with the provisions of the Articles of Association. As a rule, losses are distributed among participants depending on the share of their contribution. Profits in a general partnership are distributed either equally or also in proportion to the contributions of the founders.

It is worth noting that a general partnership is characterized by the fact that none of the participants can be excluded from participating in profits and losses, in accordance with Article 74 of the Civil Code of the Russian Federation.

The law prohibits the distribution of profits if its size is less than the authorized capital. This prohibition is intended to protect the interests of the general partnership's creditors.

Responsibility of participants in a general partnership

The law provides for joint and subsidiary liability of participants in a general partnership. Thus, all participants are responsible for the obligations of the PT with their property.

Please note that if a participant is not a founder and joined the partnership after its formation, he bears responsibility equally with the founders.

In the event that a participant leaves the partnership, he continues to be liable in the general partnership for 2 years for obligations that arose before the moment of his departure.

Liquidation and reorganization

Liquidation of a general partnership is carried out by decision of the participants of the partnership or by a court decision. The liquidation procedure, in addition to terminating the activities of the organization, also implies the repayment of obligations to creditors. The rules require that all creditors of a general partnership be given advance notice of its dissolution. After presenting the creditors' claims, it is necessary to draw up a liquidation balance sheet.

The property of a general partnership must be sold upon liquidation. The funds received are used primarily to repay obligations to creditors.

A general partnership can be liquidated for the following reasons:

the purpose for which it was created has been achieved;
the period for which the partnership was created has expired;
there is only one participant left in the company;
by a court decision, the registration of the partnership was declared invalid, since violations of the law were committed during registration;
by a court decision, the activities of the PT were declared illegal;
one of the participants or the partnership as a whole is declared bankrupt.

After all obligations to creditors have been repaid, the remaining funds of the general partnership are divided among the participants in proportion to their shares in the authorized capital. If the share capital is not enough to fulfill obligations, the participants cover losses from their personal funds.

Please note that when there is only one participant left in the partnership, he has the right not to liquidate, but to transform the general partnership into a business company.

Reorganization of a general partnership is possible only into a business company or a production cooperative. It should be taken into account that even after the reorganization, all participants in the partnership are liable for the obligations of the partnership for 2 years.

How to transfer SNT to individual housing construction

Individual housing construction (IHC) over SNT has several serious advantages that affect the cost and preferences of buyers. Individual housing construction allows you to register a legal address, register residents, and give a plot or house on it as collateral to the bank. But the main thing is that the owners of individual housing construction do not pay membership fees; all administrative and utility issues are resolved by the municipality. Therefore, owners often try to transfer the type of land use from gardening to one suitable for residential construction, and therefore for registration.

To transfer a plot to individual housing construction, it must have a main or additional purpose for the land - namely individual housing construction. In addition, the site must be located in a populated area and not exceed the area accepted for a particular region.

Only the owner can transfer the plot; he needs to provide a package of documents to the territorial office of Rosreestr. If individual housing construction is an additional type of use, then you will have to go through a commission and obtain permission from the administration.

There are common cases when SNT sites are located outside populated areas. You can still register in houses using them. To do this, it is necessary for the building to pass a commission for suitability for habitation, to obtain a confirming court decision, and an official address. Then it will be possible to assign an official registration address to him. If you build or buy a residential building with registration in SNT, you can use maternity capital for this. It is only important that the money goes specifically to housing, and not to land.

The difference between a general partnership and a limited partnership

The difference between a general partnership and a limited partnership is that in a limited partnership there can be investors in addition to the participants. They participate in the formation of the authorized capital.

The rights and obligations of participants in a general partnership are no different from the rights and obligations of the founders of a limited partnership. Whereas depositors are, in essence, investors. They are not involved in management and do not have the right to make decisions about the company and carry out activities on its behalf. At the same time, they receive part of the partnership’s profits, since their funds are used in the share capital.

In cases where it is necessary to fulfill obligations to creditors, and the authorized capital is not enough, the founders and participants of a limited partnership, like participants of a general partnership, repay the debt from their personal funds. In this case, investors give only their shares in the authorized capital.

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.