Business partnerships and societies. Economic societies: concept, distinctive features, types

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.

The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants provided for by it is entered into the unified state register legal entities.

2. In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

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 the organizational and legal form of a joint stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships can 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 (Article 125).

6. Government bodies and authorities 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.

The law may prohibit or limit the participation of certain categories of 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.

7. Features of the legal situation credit institutions, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional market participants valuable papers, joint-stock investment funds, investment fund management companies, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of workers (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

Comments to Art. 66 Civil Code of the Russian Federation

1. Business partnerships and societies - main characters modern commercial turnover. They allow the pooling of capital and personal activities of participants to achieve a common economic goal. In addition, business companies provide an opportunity to limit the entrepreneurial risk of participants, which largely explains their attractiveness.

2. Business partnerships and societies have two main qualifying features. Firstly, they are commercial organizations, i.e. legal entities pursuing as the main goal of their activities the extraction of profit, which can be distributed among the participants (see Article 50 and commentary thereto). Secondly, they have an authorized or share capital, divided into shares of participants. A share in the authorized (share) capital does not convey to the participant any real rights to the property of the partnership (company), which belongs to the latter by right of ownership as a legal entity (see paragraph 2 of Article 48 and the commentary thereto, as well as paragraph 17 of the Resolution Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation N 6/8, clause 18 of the Review of the practice of resolving disputes related to the protection of property rights and other property rights (appendix to newsletter Supreme Arbitration Court of the Russian Federation dated April 28, 1997 N 13 // Bulletin of the Supreme Arbitration Court of the Russian Federation. 1997. N 7. P. 91). It only expresses the obligatory rights of the participant in relation to the partnership (company), i.e. the right to receive a certain part of the profit and liquidation balance or the value of a certain part of the property of the partnership (company) upon departure from its membership, as well as the rights of a participant to manage the partnership (company).

Since the authorized (share) capital has great importance to protect the interests of creditors of the partnership (company), its regulation in the Civil Code and special laws issued in accordance with it is dedicated whole line provisions. For business entities whose obligations their participants (according to general rule) do not bear personal liability, a minimum amount is established authorized capital and are introduced detailed rules relating to his payment, increase and decrease. In addition, for all partnerships and companies there are rules governing the ratio of the authorized (share) capital to the net assets of the partnership (company) (see paragraph 2 of Article 74, paragraph 4 of Article 90, paragraph 4 of Article 99 and comment . to them).

3. In accordance with paragraphs 2 and 3 of the commented article, business partnerships and companies can be created in strictly certain forms- general partnership, limited partnership (limited partnership), joint-stock company, limited or additional liability company. All these organizational and legal forms were known to Russian legislation earlier, but they were covered by a single generic concept of “trading partnership”, which was consistent with the tradition of the Romano-Germanic legal system. The Civil Code, following the Fundamentals of Civil Law, divided them into two groups - business partnerships and business societies, although it did not provide independent definitions. Obviously, the basis for such a division is the now widespread doctrine that a partnership is an association of persons, and a society is an association of capital. Based on this, the following main differences in the legal status of partnerships and companies are revealed, carried out in the Civil Code with varying degrees of consistency: 1) a partnership, despite having its own legal personality, is considered as a contractual association. It operates on the basis of a constituent agreement, and not a charter, like most other legal entities; 2) since a partnership is an association of persons intending to jointly carry out entrepreneurial activity, its participants can only be individual entrepreneurs and commercial organizations, while no such restriction is provided for participation in societies; 3) the participants of the partnership, in all circumstances, bear unlimited joint and several liability for its obligations. Such liability can be imposed on the participants of the company only on a limited range of grounds expressly provided for by the Civil Code (see Articles 56, 95, 105 and commentary thereto); 4) a person may participate as a general partner in only one partnership; 5) a partnership cannot be created by one person, but such a possibility is allowed for a company; 6) an indispensable condition the creation and operation of a company is its proper capitalization. Therefore, the law quite strictly regulates the issues of forming the authorized capital of the company, changing its size, as well as maintaining the assets of the company at a level not less than the authorized capital; 7) partnerships do not have a system of bodies characteristic of companies. The affairs of the partnership are carried out by the participants themselves, while in a society these functions can be carried out by hired persons; 8) the company name of the partnership must necessarily include the name (name) of at least one of the participants. In society it can be arbitrary; 9) participation in the company is transferred more freely than in a partnership; 10) changes in the composition of the company’s participants do not in any way affect its existence, whereas the departure of a general partner, as a general rule, entails the termination of the partnership; 11) in legal regulation societies is quite high specific gravity imperative norms. Partnerships are regulated mainly by dispositive norms.

4. The property of a business partnership or company is initially formed from the contributions of the founders. Only such things and property rights that can be valued in money can be used as a contribution. In this regard, the Resolution of the Plenums of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation No. 6/8 explains that a contribution to the property of a business partnership or company cannot be an object intellectual property(patent, copyright, including computer program, etc.) or know-how. However, the right to use such an object, transferred to a company or partnership in accordance with a license agreement, which must be registered in the manner prescribed by law, may be recognized as a contribution. This explanation seems controversial or, at least, inconsistent. It is not clear how the right to use an object that itself does not have a monetary value can have a monetary value. In addition, the conclusion that any object of intellectual property is not subject to monetary valuation seems erroneous from the point of view of economic realities. Commercial practice has long proven that at least such objects of exclusive rights as an invention certified by a patent, a trademark, a service mark, a computer program, a selection achievement, an industrial design, a utility model, have an unconditional economic value and, therefore, are quite amenable to monetary valuation .

On the contrary, intangible benefits (see Article 150 and commentary thereto), as well as professional skills, knowledge, abilities and other personal qualities, are not capable by their nature of having a monetary value and therefore cannot be a contribution to the property of a business company or partnership.

Article 66. Basic provisions on business partnerships and companies

(as amended by Federal Law dated May 5, 2014 N 99-FZ)

2. In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

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 the organizational and legal form of a joint stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships can 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 (Article 125).

6. State bodies and local government bodies do not have the right to participate on their 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.

The law may prohibit or limit the participation of certain categories of 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.

7. Features of the legal status of credit organizations, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, investment fund management companies, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.

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.

2. The law or the constituent documents of a business partnership or company may establish the types of property specified in paragraph 1 of this article, which cannot be contributed to pay for shares in the authorized (share) capital of the business partnership or company.

Article 66.2. Basic provisions on the authorized capital of a business company

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. Minimum size authorized capital of business companies is determined by laws on business societies.

The minimum amounts of the authorized capital of business companies carrying out banking, insurance or other activities subject to licensing, as well as joint-stock companies using an open (public) subscription for their shares, are established by laws that determine the features of the legal status of these business companies.

2. When paying for the authorized capital of a business company, funds must be contributed in an amount not lower than the minimum amount of the authorized capital (clause 1 of this article).

The monetary valuation of a non-monetary contribution to the authorized capital of a business company must be carried out by an independent appraiser. Participants in a business company do not have the right to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser.

3. When paying for shares in the authorized capital of a limited liability company not in cash, but with other property, the participants of the company and an independent appraiser, in the event of insufficient property of the company, jointly and severally bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the authorized capital is overestimated , within five years from the date of state registration of the company or the introduction of appropriate amendments to the company’s charter. When contributing to the authorized capital of a joint stock company, do not Money, and other property, the shareholder who made such payment, and the independent appraiser, in the event of insufficiency of the company’s property, jointly and severally bear subsidiary liability for its obligations to the extent of the amount by which the property contributed to the authorized capital is overvalued, within five years from the date of state registration of the company or introducing appropriate amendments to the company's charter.

The rules of this paragraph on the liability of a company participant and an independent appraiser do not apply to business companies created in accordance with the laws on privatization through the privatization of state or municipal unitary enterprises.

4. Unless otherwise provided by laws on business companies, the founders of a business company are required to pay at least three quarters of its authorized capital before the state registration of the company, and the rest of the authorized capital of the business company - during the first year of the company’s activity.

In cases where, in accordance with the law, state registration of a business company is allowed without advance payment of three quarters of the authorized capital, the company's participants bear subsidiary liability for its obligations that arose before the full payment of the authorized capital.

Article 66.3. Public and non-public companies

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. A public joint stock company is one whose shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded under the conditions established by securities laws. Rules about public societies also apply to joint stock companies, the charter and company name of which indicate that the company is public.

2. A limited liability company and a joint stock company that does not meet the criteria specified in paragraph 1 of this article are recognized as non-public.

3. By decision of the participants (founders) non-public company adopted unanimously, the following provisions may be included in the company’s charter:

1) on submitting for consideration to the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company issues referred by law to the competence of the general meeting of participants of the business company, with the exception of issues:

making changes to the charter of a business company, approving the charter in a new edition;

reorganization or liquidation of a business company;

determining the quantitative composition of the collegial management body of the company (clause 4 of Article 65.3) and the collegial executive body (if its formation is within the competence of the general meeting of participants of the business company), electing their members and early termination of their powers;

determining the quantity, par value, category (type) of authorized shares and the rights granted by these shares;

increasing the authorized capital of a limited liability company disproportionately to the shares of its participants or by admitting a third party to the membership of such a company;

approval of internal regulations or other internal documents (clause 5 of Article 52) of a business company that are not constituent documents;

2) on assigning the functions of the collegial executive body of the company to the collegial management body of the company (clause 4 of Article 65.3) in whole or in part, or on refusal to create a collegial executive body if its functions are carried out by the specified collegial management body;

3) on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company;

4) about the absence of an audit commission in the company or about its creation exclusively in cases provided for by the company’s charter;

5) on a procedure different from the procedure established by laws and other legal acts for convening, preparing and holding general meetings of participants of a business company, making decisions by them, provided that such changes do not deprive its participants of the right to participate in the general meeting of a non-public company and to receive information about it;

6) on requirements that differ from the requirements established by laws and other legal acts for the quantitative composition, procedure for the formation and holding of meetings of the collegial management body of the company (clause 4 of Article 65.3) or the collegial executive body of the company;

7) about the procedure for implementation preemptive right purchase of a share or part of a share in the authorized capital of a limited liability company or the pre-emptive right to acquire shares placed by the joint-stock company or securities convertible into its shares, as well as the maximum share of participation of one participant of the limited liability company in the authorized capital of the company;

8) on the assignment to the competence of the general meeting of shareholders of issues that are not related to it in accordance with this Code or the law on joint stock companies;

9) other provisions in cases provided for by laws on business companies.

4. In cases where the provisions provided for in paragraph 3 of this article are not among the provisions that are subject to mandatory inclusion in the charter of a non-public business company in accordance with this Code or other laws, they may be provided for in a corporate agreement, the parties to which are all participants of this society.

Article 67. Rights and obligations of a participant in a business partnership and company

(as amended by Federal Law dated May 5, 2014 N 99-FZ)

1. A participant in a business partnership or company, along with the rights provided for participants in corporations by paragraph 1 of Article 65.2 of this Code, also has the right to:

take part in the distribution of profits of a partnership or company of which he is a member;

to receive, in the event of liquidation of a partnership or company, part of the property remaining after settlements with creditors, or its value;

demand the exclusion of another participant from a partnership or company (except for public joint-stock companies) in court with payment to him of the actual value of his share of participation, if such participant, through his actions (inaction), caused significant harm to the partnership or company or otherwise significantly impedes its activities and achievement of goals for the sake of which it was created, including grossly violating its obligations provided for by law or the constituent documents of the partnership or company. Waiver or limitation of this right is void.

Participants in business partnerships or companies may have other rights provided for by this Code, laws on business companies, and the constituent documents of the partnership or company.

2. A participant in a business partnership or company, along with the responsibilities provided for participants in corporations by paragraph 4 of Article 65.2 of this Code, is also obliged to make contributions to the authorized (share) capital of the partnership or company of which he is a participant, in the manner, in amounts, in ways that provided for by the constituent document of a business partnership or company, and contributions to other property of the business partnership or company.

Participants in business partnerships and societies may bear other obligations provided for by law and their constituent documents.

Article 67.1. Features of management and control in business partnerships and companies

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. Management in a general partnership and limited partnership is carried out in the manner established by Articles 71 and 84 of this Code.

2. The exclusive competence of the general meeting of participants of a business company, along with the issues specified in paragraph 2 of Article 65.3 of this Code, includes:

1) change in the size of the authorized capital of the company, unless otherwise provided by laws on business companies;

2) making a decision to transfer the powers of the sole executive body of the company to another business company (management organization) or individual entrepreneur(manager), as well as approval of such a management organization or such a manager and the terms of the agreement with such a management organization or with such a manager, if the charter of the company does not include the resolution of these issues within the competence of the collegial management body of the company (clause 4 of Article 65.3);

3) distribution of profits and losses of the company.

3. The adoption of a decision by the general meeting of participants of a business company and the composition of the company participants present at its adoption are confirmed in relation to:

1) a public joint-stock company by a person maintaining the register of shareholders of such a company and performing the functions of the counting commission (clause 4 of Article 97);

2) a non-public joint stock company by notarization or certification by a person maintaining the register of shareholders of such a company and performing the functions of the counting commission;

3) limited liability company by notarization, if another method (signing of the protocol by all participants or part of the participants; using technical means, allowing to reliably establish the fact of decision-making; in any other way that does not contradict the law) is not provided for by the charter of such a company or by a decision of the general meeting of the company’s participants, adopted unanimously by the company’s participants.

4. To check and confirm the correctness of the annual accounting (financial) statements, a limited liability company has the right, and in cases provided for by law, is obliged to annually engage an auditor who is not connected by property interests with the company or its participants (external audit). Such an audit can also be carried out at the request of any of the company's participants.

5. To check and confirm the accuracy of the annual accounting (financial) statements, a joint stock company must annually engage an auditor who is not connected by property interests with the company or its participants.

In cases and in the manner prescribed by law and the company's charter, an audit of the accounting (financial) statements of a joint-stock company must be carried out at the request of shareholders whose total share in the authorized capital of the joint-stock company is ten percent or more.

Article 67.2. Corporate agreement

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. Participants in a business company or some of them have the right to conclude an agreement among themselves on the exercise of their corporate (membership) rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them, including vote in a certain way at the general meeting of the company's participants, coordinately carry out other actions to manage the company, acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares (shares) until the occurrence of certain circumstances.

2. A corporate agreement cannot oblige its participants to vote in accordance with the instructions of the company’s bodies, or to determine the structure of the company’s bodies and their competence.

The terms of the corporate agreement that contradict the rules of the first paragraph of this paragraph are void.

A corporate agreement may establish the obligation of its parties to vote at the general meeting of the company's participants for the inclusion in the company's charter of provisions defining the structure of the company's bodies and their competence, if in accordance with this Code and the laws on business companies, changes in the structure of the company's bodies and their competence are allowed by the company's charter .

3. A corporate agreement is concluded in writing by drawing up one document signed by the parties.

4. Participants in a business company who have entered into a corporate agreement are required to notify the company of the fact of concluding a corporate agreement, but its contents are not required to be disclosed. In case of failure to fulfill this obligation, the company's participants who are not parties to the corporate agreement have the right to demand compensation for losses caused to them.

Information about a corporate agreement concluded by shareholders of a public joint-stock company must be disclosed within the limits, in the manner and under the conditions provided for by the law on joint-stock companies.

Unless otherwise provided by law, information about the content of a corporate agreement concluded by participants in a non-public company is not subject to disclosure and is confidential.

5. A corporate agreement does not create obligations for persons not participating in it as parties (Article 308).

6. Violation of a corporate agreement may be grounds for invalidating a decision of a body of a business company on the claim of a party to this agreement, provided that at the time the body of the business company made the corresponding decision, the parties to the corporate agreement were all participants of the business company.

Recognizing a decision of a body of a business company as invalid in accordance with this paragraph does not in itself entail the invalidity of transactions of the business company with third parties made on the basis of such a decision.

A transaction concluded by a party to a corporate agreement in violation of this agreement may be declared invalid by a court at the request of a party to the corporate agreement only if the other party to the transaction knew or should have known about the restrictions provided for by the corporate agreement.

7. The parties to a corporate agreement do not have the right to refer to its invalidity in connection with its contradiction to the provisions of the charter of the business company.

8. Termination of the right of one of the parties to a corporate agreement to a share in the authorized capital (shares) of a business company does not entail the termination of the corporate agreement in relation to its remaining parties, unless otherwise provided by this agreement.

9. Creditors of the company and other third parties may enter into an agreement with the participants of the business company, according to which the latter, in order to ensure the legally protected interests of such third parties, undertake to exercise their corporate rights in a certain way or to abstain (refuse) from exercising them, including voting in a certain way at the general meeting of the company's participants, coordinately carry out other actions to manage the company, acquire or alienate shares in its authorized capital (shares) at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares (shares) until the occurrence of certain circumstances. The rules on corporate agreements apply to this agreement accordingly.

10. The rules on a corporate agreement are respectively applied to the agreement on the creation of a business company, unless otherwise established by law or follows from the essence of the relationship between the parties to such an agreement.

Article 67.3. Subsidiary business company

(introduced by Federal Law dated May 5, 2014 N 99-FZ)

1. A business company is recognized as a subsidiary if another (main) business partnership or company, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.

2. The subsidiary is not liable for the debts of the main business partnership or company.

The main business partnership or company is liable jointly with the subsidiary company for transactions concluded by the latter in pursuance of instructions or with the consent of the main business partnership or company (clause 3 of Article 401).

In the event of insolvency (bankruptcy) of a subsidiary through the fault of the main business partnership or company, the latter bears subsidiary liability for its debts.

3. Participants (shareholders) of a subsidiary have the right to demand compensation from the main business partnership or company for losses caused by its actions or inaction to the subsidiary (Article 1064).

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.

(as amended by Federal Law dated May 5, 2014 N 99-FZ)

2. When transforming a partnership into a company, each general partner who has become a participant (shareholder) of the company shall, for two years, bear subsidiary liability with all his property for the obligations transferred to the company from the partnership. Alienation by a former partner of his shares (shares) does not relieve him of such liability. The rules set out in this paragraph are respectively applied when transforming a partnership into a production cooperative.

3. Business partnerships and companies cannot be reorganized into non-profit organizations, as well as to unitary commercial organizations.

6. State bodies and local government bodies do not have the right to participate on their 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.

The law may prohibit or limit the participation of certain categories of 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 3. Participants of a business partnership and company

1. Participants in general partnerships and general partners in limited partnerships may be citizens and (or) legal entities.

2. A citizen can be a participant in only one general partnership or a general partner in one limited partnership.

3. A business partnership must have at least two participants.

4. Participants in a limited liability company, an additional liability company and investors in a limited partnership may be citizens and (or) legal entities, with the exception of legislative, executive and judicial authorities.

Regulatory legal acts Kyrgyz Republic cases may be envisaged when executive authorities specially created for these purposes can be participants in a business partnership.

5. A limited liability company, an additional liability company can be created by one person or consist of one person if this person acquires all shares of the authorized capital of the company.

6. Foreign legal entities and citizens, as well as stateless persons, take part in business partnerships and companies created in accordance with this Law, on general principles, unless otherwise established by regulatory legal acts of the Kyrgyz Republic.

4. The founding agreement of a business partnership and company is signed by all its participants.

5. The charter of a business company is signed by a person appointed by the general meeting of participants who manages this company.

The charter of a business company in which one person is a participant is signed by that participant.

6. (Excluded in accordance with the Law of the Kyrgyz Republic dated March 30, 2009 No. 105)

7. In the constituent agreement, the participants undertake to create a business partnership and company, establish the procedure for its creation and determine: the conditions for transferring their property into the ownership of the partnership and company, participation in its activities, distribution of profits and losses between participants, management of its activities, exit from its composition; the size of shares of each participant; the size, composition, timing and procedure for making contributions; liability of participants for violation of obligations to make contributions, size and composition of the authorized capital.

The constituent agreement may contain other information provided by law or the participants.

8. The charter of a business company is approved by the participants, which is reflected in the constituent agreement.

The charter of a business company, as well as the founding agreement of a business partnership, determines: the type of partnership and company, its name, location, period of activity (if established upon its establishment), powers of the director, governing and control bodies, their competence, procedure for the formation of property, procedure distribution of profits and compensation for losses, conditions for termination of activities (reorganization or liquidation) of the partnership and company, as well as the relationship between the partnership or company and the participants.

The charter of a business company and the constituent agreement of a business partnership may also contain other provisions provided for by law or the participants.

The charter of a business company must contain provisions defining the powers of the general meeting, the executive body of the company to carry out major transactions, as well as prohibiting or limiting the alienation by the executive body of the company of property included in the authorized capital.

9. In addition to the conditions specified in paragraphs 7 and 8 of this article, the constituent documents must also contain the conditions provided for by this Law for the relevant types of partnerships and companies.

10. In the absence of the conditions provided for in paragraphs 7, 8 and 9 of this article, the constituent documents are declared invalid at the request of state bodies, which are granted such a right by regulatory legal acts of the Kyrgyz Republic, as well as at the request of other interested parties in court.

11. After state registration of a business partnership and company, the participants are members of the partnership and company.

12. The list and content of constituent documents of certain types of commercial organizations not provided for by this Law, established in the form of business partnerships and companies, are determined by the regulatory legal acts of the Kyrgyz Republic on these organizations.

13. State registration of business partnerships and societies is carried out in the manner established by the legislation of the Kyrgyz Republic on state registration of legal entities, branches (representative offices).

Reduction of the authorized capital in violation of the procedure established by paragraph 4 of this article is the basis for the liquidation of a business partnership and company by a court decision at the request of interested parties.

Article 19. Levy of execution on the share of a participant in a general partnership

1. Foreclosure of a participant’s share in the property of a general partnership for his personal debts is allowed only if there is a lack of other property to cover his debts. Creditors of such a participant have the right to demand from the general partnership the allocation of a part of the partnership’s property in proportion to the debtor’s contribution to the authorized capital of the partnership in the manner prescribed by Article 16 of this Law, in order to foreclose on this property. The part of the partnership's property subject to division or its value is determined according to the balance sheet drawn up at the time the creditors present the demand for division.

2. Foreclosure of a participant’s share in the property of a general partnership terminates his participation in the partnership and entails the consequences provided for in Articles 14, 18 and 23 of this Law.

Article 20. Consequences of recognizing a participant in a general partnership as missing, incapacitated or partially capable

1. If, when a participant in a general partnership is recognized as incapacitated or missing, the partnership is preserved, then the guardian of this participant or his property may participate in the activities of the partnership only with the consent of all other participants in the partnership.

The same consent of all participants of the partnership is required for participation in the activities of the partnership of a participant recognized as having limited legal capacity.

2. If the guardian of a participant recognized as missing or incapacitated refuses to participate in the activities of the general partnership on behalf of this participant, or the partnership itself refuses such participation in its activities, the guardian, as the legal representative of this participant, is paid the value of the part of the property of the partnership, owned in the manner determined Article 16 of this Law.

A participant recognized as having limited legal capacity, in the event of the refusal of the partnership or the legal representative of this participant to participate in the activities of the partnership, this participant in the same manner is paid the cost of part of the property of the partnership.

Article 21. Admission of new participants to a general partnership

1. The admission of new participants is possible only with the consent of all participants in the general partnership.

2. When accepting new participants, changes are made to the constituent documents of the general partnership regarding:

1) the new size of shares of the partnership participants;

2) the procedure for managing the partnership;

3) the size, procedure, timing and method of making a contribution by the new participant in the partnership;

4) and other conditions related to the admission of a new participant.

Article 22. Distribution of profits and losses of a general partnership

1. Profits and losses of a general partnership are distributed among the participants in proportion to the amount of their contributions to the authorized capital of the partnership, unless otherwise established by the constituent agreement or agreement of the participants.

2. Agreements that exclude any of the participants in a general partnership from participating in the distribution of profits and covering losses are invalid.

Article 23. Liability of participants for debts of a general partnership

1. If, during the liquidation of a general partnership, it turns out that the available property is not enough to cover all its debts, the partnership’s participants in the missing part are jointly and severally liable with all their property, which, in accordance with the regulatory legal acts of the Kyrgyz Republic, can be foreclosed on.

2. A participant in a general partnership who joined it after its establishment by way of transfer of a share or succession is liable equally with other participants, including for obligations arising after his entry into the partnership.

A participant in a general partnership who joined the partnership after its establishment in the manner of accepting a new participant is liable only for obligations that arose after his entry into the partnership.

3. A participant who has left a general partnership by way of transfer of a share to another participant or a third party, foreclosure of his share in the property of the partnership by a creditor (creditors) or refusal of the remaining participants to give consent to participate in the activities of the partnership, as well as the legal successor (heir) of the deceased or a participant declared dead, who was refused admission to the partnership by the other participants, is not liable for the obligations of the partnership.

4. A participant who has fully or partially repaid the debts of a general partnership has the right to file a recourse claim in the appropriate part against the remaining participants, who bear share liability to him in proportion to the size of their shares in the property of the partnership.

5. In the event of termination of the activities of a general partnership, the participants shall be liable for the obligations of the partnership that arose before the termination of its activities, for a period of two years from the date of termination of the partnership’s activities.

6. Agreements of participants that change the procedure established by the legislation of the Kyrgyz Republic for their liability for the obligations of a general partnership, which is provided for in this article, are invalid.

Article 24. Features of termination of the activities of general partnerships

1. The activities of a general partnership, in addition to the grounds specified in Article 9 of this Law, are also terminated in the case when the only participant remains in the partnership.

2. A participant in a general partnership, within six months from the moment when he remained the only participant in the partnership, has the right to accept new participants and maintain the general partnership.

3. A participant, within six months from the moment he became the sole participant in a general partnership, also has the right to perform the following actions:

1) conclude an agreement with investors on financing the activities carried out by the partnership and form a limited partnership;

2) establish an additional liability company, a limited liability company in compliance with the requirements of the legislation on state registration of legal entities, branches (representative offices) or liquidate the partnership.

Chapter II
Limited partnership

Article 25. The concept of a limited partnership

1. A limited partnership is a business partnership that includes, along with one or more participants jointly and severally bearing additional liability for the obligations of the partnership with all their property (full partners), also one or more participants whose liability is limited to the amount of their contribution to the authorized capital of the partnership (investors ) and who do not participate in the partnership’s business activities.

2. Legal status general partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules on participants in a general partnership established in the Civil Code of the Kyrgyz Republic.

3. The provisions of this Law on general partnerships (Articles 10-24) apply to a limited partnership, since this does not contradict the provisions of this chapter.

Article 26. Rights and obligations of investors in a limited partnership

1. Investors of a limited partnership have the right:

1) receive part of the partnership’s profit in proportion to their share in the property and authorized capital in the manner prescribed by the constituent documents;

2) get acquainted with the annual reports and balance sheets of the partnership, and also check the correctness of their preparation;

3) transfer his share in the property or part thereof to another investor or a third party in the manner prescribed by this Law and the constituent documents of the partnership;

4) leave the partnership in the manner prescribed by paragraph 2 of Article 30 of this Law and the constituent documents of the partnership.

2. Investors of a limited partnership may have other rights provided for by this Law, the Civil Code of the Kyrgyz Republic and the constituent documents of the partnership.

3. Waiver of the rights provided for by this Law and the Civil Code of the Kyrgyz Republic for investors of a limited partnership, or their limitation, including by agreement of investors and general partners, is invalid.

4. Investors of a limited partnership are obliged to:

1) comply with the terms of the founding documents of the partnership;

2) make contributions in the manner, manner and amount provided for by the constituent documents of the partnership;

3) in cases specified in the constituent documents of the partnership, provide assistance to the partnership in carrying out its activities, including providing services to the partnership.

5. If the investor makes a transaction in the interests of a limited partnership without proper authority, then if his actions are approved by the partnership, it is liable for the transaction to the creditors in full. If approval is not received, the investor is liable to the third party independently with all his property, which, according to the law, can be foreclosed on.

6. Investors of a limited partnership may bear other obligations provided for by this Law, the Civil Code of the Kyrgyz Republic and the constituent documents of the partnership.

7. Agreements of general partners and investors obliging investors of a limited partnership to perform actions not included in their duties provided for by this Law, the Civil Code of the Kyrgyz Republic and the constituent documents are invalid.

8. If an investor in a limited partnership fails to fulfill his obligations stipulated by this Law, the Civil Code of the Kyrgyz Republic and the constituent documents, which causes damage to the partnership or its participants, the general partners have the right to demand compensation from such investor for damage, and in case of damage significant harm- his exclusion from the partnership in court.

Article 27. Authorized capital of a limited partnership. Shares of participants in the property of a limited partnership

1. The authorized capital of a limited partnership is made up of contributions from general partners and investors.

2. The total size of investors' shares in the authorized capital cannot be more than 50 percent. At the same time, the constituent documents of a limited partnership may provide for the obligation of the investor to pay the deposits (part of the deposits) of the general partners.

3. The size, procedure and terms of formation of the authorized capital of a limited partnership are determined by the constituent documents of the partnership.

4. The shares of participants in the property of a limited partnership are determined according to the rules of Article 7 of this Law.

Article 28. Contents of the constituent documents of a limited partnership

1. The constituent documents of a limited partnership must indicate its corporate name, which must contain the names of all general partners, as well as the words “limited partnership” or the name of at least one general partner with the addition of the words “and company”, as well as the words “limited partnership” partnership".

2. The constituent documents of a limited partnership must also contain the information provided for in paragraphs 7 and 8 of Article 4 of this Law.

Article 29. Management of the affairs of a limited partnership

The management of the affairs of a limited partnership is carried out by the general partners. The procedure for managing and conducting affairs of a limited partnership by its general partners is established by them according to the rules on general partnerships defined in the Civil Code of the Kyrgyz Republic. Investors do not have the right to participate in the management of the affairs of a limited partnership, or act on its behalf except by proxy. Investors of a limited partnership do not have the right to challenge the actions of their general partners in managing the affairs of the partnership.

Article 30. Changes in the composition of investors in a limited partnership

1. The transfer by an investor of his share (part of a share) in the property of a limited partnership to other investors, general partners or third parties is possible only with the consent of all general partners, unless otherwise provided by the constituent documents of the partnership.

When a share is transferred to other investors, general partners or third parties, the entire set of rights and obligations belonging to the investor who left the limited partnership is simultaneously transferred.

2. At the end of the financial year, the investor of a limited partnership has the right to leave it by declaring his refusal to participate in the partnership.

The refusal to participate in a limited partnership must be declared by the investor at least six months before the end of the financial year, unless otherwise provided by the constituent documents of the partnership.

If the investor leaves the limited partnership, the consequences provided for in Article 16 of this Law occur.

3. The procedure for foreclosure by a creditor (creditors) of the investor’s share in the property of a limited partnership is determined by Article 19 of this Law.

4. General partners have the right to demand in court the exclusion of one or more investors by unanimous decision of all general partners in the event of their incomplete payment of their property contributions to the authorized capital of the partnership.

An investor excluded from a limited partnership is paid the amount of contributions made to the authorized capital of the partnership, unless otherwise provided by the constituent documents of the partnership.

If the investor has not made a contribution to the authorized capital of the limited partnership at all, then after 30 days from the date of expiration of the period established by the constituent documents of the partnership for making contributions, membership in the partnership is terminated, unless otherwise provided by the constituent documents of the partnership.

5. In the event of termination (liquidation or reorganization) of a legal entity - an investor in a limited partnership or the death or declaration of death of a citizen - an investor in the partnership, succession is carried out in the manner prescribed by the Civil Code of the Kyrgyz Republic.

Article 31. Consequences of withdrawal of participants from a limited partnership

When a participant (general partner or investor) leaves a limited partnership, the shares of the remaining participants in the property of the partnership increase in proportion to their original size established on the day the participant leaves the partnership, unless otherwise provided by the constituent documents or agreement of the participants.

Article 32. Admission of new participants to a limited partnership

1. The admission of new general partners and investors to a limited partnership is possible only with the consent of all general partners.

2. When accepting new general partners or investors, changes may be made to the constituent documents of a limited partnership regarding:

1) the new size of shares of participants in the property of the partnership;

2) changes in the procedure for managing the partnership;

3) the size, procedure, timing and methods of making contributions by new general partners and investors to the authorized capital of the partnership;

4) other conditions related to the admission of a new participant.

Article 33. Distribution of profits and losses of a limited partnership

1. The profits and losses of a limited partnership are distributed among all its participants in proportion to the size of their shares in the property of the partnership, unless otherwise provided by the constituent documents of the partnership or by agreement of the participants.

2. An agreement to exclude any of the participants from participating in the distribution of profits or covering the losses of the partnership is not allowed.

Article 34. Liability of participants for debts of a limited partnership

1. General partners bear joint and several additional liability with all their property for the obligations of a limited partnership in the manner prescribed by Article 23 of this Law.

2. Investors are liable for the obligations of a limited partnership within the limits of the amounts of contributions made by them to the authorized capital of the partnership.

Article 35. Features of termination of the activities of a limited partnership

1. The activities of a limited partnership, in addition to the grounds specified in Article 9 of this Law, shall also be terminated in the event of the departure of all general partners or all investors from it.

A limited partnership survives if at least one general partner and one investor remain in it.

2. The general partners remaining in the limited partnership within six months from the date of departure of the last investor, or the investors remaining in the partnership within six months from the date of departure of the last general partner, have the right to accept new participants into the partnership in order to preserve the partnership. In this case, general partners or citizen investors also have the right to transform the limited partnership into a full partnership.

3. If only general partners or only investors remain in a limited partnership, then they also have the right to perform actions provided for in paragraph 3 of Article 24 of this Law.

4. When a limited partnership is liquidated, investors have a priority right over general partners to receive contributions from the property of the partnership remaining after satisfying the claims of its creditors. The remaining property of the limited partnership after this is distributed among the general partners and investors in proportion to their contributions to the property of the partnership, unless a different procedure is established by the constituent documents.

Chapter III
Limited Liability Company

Article 36. Concept of a limited liability company

1. A limited liability company is a business company whose participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the contributions made by them.

Participants in a limited liability company who have not fully contributed to the authorized capital bear joint and several property liability for the obligations of the company to the extent of the value of the unpaid portion of the contribution of each participant.

Article 37. Rights and obligations of participants in a limited liability company

1. Participants of a limited liability company have the right:

1) participate in the management of a limited liability company in the manner prescribed by this Law and the constituent documents of the company, including taking part in the distribution of profits received by the company;

2) receive full information about the activities of a limited liability company, including getting acquainted with the accounting and other documentation of the limited liability company;

3) receive profit from the activities of the limited liability company at the end of the year, depending on the size of their shares in the property of the limited liability company, unless otherwise provided by the constituent documents;

4) withdraw from the limited liability company in accordance with the established procedure;

5) to receive, in the event of liquidation of a limited liability company, a part of its property corresponding to their share in the property of the partnership remaining after settlements with creditors, or its value.

2. Participants in a limited liability company may have other rights provided for by this Law, other regulatory legal acts of the Kyrgyz Republic and the constituent documents of the limited liability company.

3. Waiver of the rights provided for by this Law and other regulatory legal acts of the Kyrgyz Republic for participants of a limited liability company, or their limitation by agreement, including by agreement of participants of a limited liability company, is invalid.

4. Participants in a limited liability company are obliged to:

1) comply with the constituent documents of the limited liability company;

2) participate in the activities of a limited liability company in the manner determined by the constituent documents;

3) contribute shares in the manner, manner and amount provided for by the constituent documents of the limited liability company;

4) not to disclose information that the limited liability company has declared a trade secret.

5. Participants in a limited liability company may bear other obligations provided for by this Law, other regulatory legal acts of the Kyrgyz Republic and constituent documents.

6. If a participant in a limited liability company fails to fulfill his obligations stipulated by this Law, other regulatory legal acts of the Kyrgyz Republic and constituent documents, which causes harm to the limited liability company or its other participants, other participants have the right to demand compensation for damage from such participant, and if causing significant harm - his exclusion from society in court.

Article 38. Authorized capital of a limited liability company. Shares of participants in the property of a limited liability company

1. Participants in a limited liability company form the authorized capital, the size of which is determined by the participants in the constituent documents.

To issue bonds, the company must meet the following requirements:

1) be break-even for the last reporting year and for the sum of the last three years;

2) continuously carry out its activities during the last year;

3) the financial statements of the company must be confirmed by the conclusion of an independent auditor;

4) have the following controls:

a) general meeting of participants;

b) Board of Directors;

c) executive body;

d) audit commission;

5) have a corporate governance code.

To issue bonds, a company formed through reorganization must approve at least one annual balance sheet after the reorganization, and also comply with the requirements of this article.

2. The amount of authorized capital determined by the participants in the constituent documents is paid by its participants in full during the first year of the company’s activity from the moment of state registration.

If this obligation is violated, the company must either announce a reduction in its authorized capital and register its reduction in the prescribed manner, or terminate its activities through liquidation.

3. The shares of participants in the property of a limited liability company are determined according to the rules of Article 7 of this Law.

4. If at the end of the second and each subsequent financial year the value net assets limited liability company turns out to be less than its authorized capital, the company is obliged to declare, in compliance with the requirements of paragraph 4 of Article 6 of this Law, and register in the prescribed manner a decrease in its authorized capital.

5. An increase in the authorized capital of a limited liability company can be carried out only after all participants have made their contributions to the authorized capital of the company stated in the constituent documents.

6. Participants in a limited liability company can increase or decrease the size of the authorized capital.

The decision of the participants to change the authorized capital comes into force from the moment of re-registration of the limited liability company.

Article 41. Control over the activities of the executive body of a limited liability company

1. The general meeting of participants in a limited liability company has the right to form an audit commission for the purpose of monitoring the activities of the executive body of the company.

2. The audit commission of a limited liability company may include members of the company and persons entitled to engage in auditing activities, independent experts in the field of finance and accounting and other persons.

Members of the executive bodies of the company's Board of Directors cannot be members of the audit commission.

3. When conducting an audit of the financial and economic activities of the executive body of a limited liability company, the Audit Commission has the right to require members of the executive body to represent all necessary materials, accounting and other documents and personal explanations. The Audit Commission forwards the results of its audits to the general meeting of participants of the limited liability company.

4. Inspections of the financial and economic activities of the executive body of a limited liability company are carried out in the manner determined by the general meeting of participants.

5. In cases provided for by regulatory legal acts of the Kyrgyz Republic or by a decision of the general meeting of participants of a limited liability company, the audit commission draws up an opinion on the annual balance sheet and other reports of the company. In this case, the general meeting of participants without the conclusion of the audit commission has no right to approve the annual balance sheet and other reports of the company and distribute its profits and losses.

6. Participants in a limited liability company have the right to provide for a procedure for monitoring the activities of the executive body of the company that is different from this article.

7. The general meeting of participants of a limited liability company, in cases provided for by regulatory legal acts of the Kyrgyz Republic, is obliged to organize an independent audit of the company’s activities.

8. At the request of any of its participants, an audit of the activities of the limited liability company must be carried out. In this case, payment of the costs of conducting an audit is carried out at the expense of the participant who requested the audit and the company in equal shares, unless otherwise provided by the constituent documents of the company.

9. Public reporting of a limited liability company is not required, except for cases provided for by law or the constituent documents of the company.

Article 42. Changes in the composition of participants in a limited liability company

In the event of a change in the composition of participants in a limited liability company, corresponding changes must be made to the constituent documents.

Article 43. Withdrawal of a participant from a limited liability company

1. Participants in a limited liability company have the right to leave the company at any time, regardless of the consent of other participants. Refusal to participate in the society must be declared by the participant at least one month before the actual withdrawal from the society.

The constituent documents of a limited liability company may provide for a different deadline for a participant to submit an application to leave the company.

2. A participant who has left a limited liability company is paid the value of part of the company’s property in the manner, manner and within the time limits provided for in Article 16 of this Law.

Article 44. Transfer of a participant’s share in the property of a limited liability company

1. A participant in a limited liability company has the right to sell or otherwise assign his share in the company’s property corresponding to his share in the authorized capital of the company, or part of it to one or more participants of this company.

The share of a participant in a limited liability company may be alienated before he has fully made his contribution to the authorized capital only in the part in which the contribution has been paid, unless otherwise provided by the constituent documents of the company.

2. Alienation by a participant of his share (part thereof) in the property of a limited liability company to third parties is permitted.

Participants in a limited liability company enjoy the preemptive right to purchase a participant's share (part thereof) in proportion to the size of their shares in the company's property, unless the charter of the company or an agreement of its participants provides for a different procedure for exercising this right.

In the event that the participants of a limited liability company do not exercise their preemptive right within a month from the date of notification or within another period provided for by the charter of the company or an agreement of its participants, the participant has the right to assign his share to any third parties.

3. If, in accordance with the charter, the alienation of a participant’s share (part thereof) in the property of a limited liability company to third parties is not allowed, and other participants in the company refused to purchase it, the company is obliged to pay the participant its actual market value or give him in kind property corresponding such a cost.

4. In the event of the acquisition of a participant’s share (part thereof) by the limited liability company itself, it is obliged to sell it to other participants or third parties within the time frame and in the manner provided for by the constituent documents of the company, or to reduce its authorized capital in accordance with paragraph 4 of Article 38 of this Law . During this period, the distribution of profits, as well as voting in the highest body, are carried out without taking into account the share acquired by the company.

5. In the event of the death or declaration of death of a citizen - participant of a limited liability company or termination of activities (liquidation or reorganization) of a legal entity - participant of the company, his share in the property of the company passes to his legal successors (heirs).

If a deceased or declared deceased citizen - a participant in a limited liability company or a legal entity - a participant in a company that has ceased its activities, has not fully made its contributions to the authorized capital of the company, then their legal successor (heir) is paid only the amount of the contributed part of the contribution, unless otherwise established charter of the company.

Article 45. Expulsion of a participant from a limited liability company

1. A participant in a limited liability company may be expelled from the company only by a court decision and only if significant harm is caused to the company or its other participants.

2. The exclusion of a participant from a limited liability company is carried out in the manner prescribed by paragraphs 3 and 4 of Article 18 of this Law.

Article 46. Foreclosure of a participant’s share in the property of a limited liability company

1. Foreclosure of a participant’s share in the property of a limited liability company for his personal debts is permitted only if this participant lacks other property to cover his debts. Creditors of such a participant have the right to demand from the limited liability company payment of the value of a part of the company’s property corresponding to the debtor’s share in the authorized capital, or the allocation of this part of the property for the purpose of foreclosure on it. The part of the company's property to be separated or its value is determined according to the balance sheet drawn up at the time the creditors submit their claims.

2. If a participant has partially contributed to the authorized capital of a limited liability company, then creditors have the right to demand the allocation of the amount of this contribution, unless otherwise established by the charter of the company.

3. Foreclosure of the entire share of a participant in the property of a limited liability company terminates his participation in the company.

Article 47. Consequences of recognizing a citizen - participant of a limited liability company as missing, incompetent or partially capable

1. If a citizen - participant of a limited liability company is recognized as missing or incompetent, his guardian may participate in the activities of the company as the legal representative of this participant, unless otherwise provided by the constituent documents of the company.

2. If a citizen - participant of a company is recognized as having limited legal capacity, he, with the consent of the trustee, may participate in the activities of the company, unless otherwise established by the constituent documents of the company.

Article 48. Consequences of withdrawal of participants from a limited liability company

When a participant leaves a limited liability company, the shares of the remaining participants increase in proportion to their original size established on the day the participant leaves the company, unless otherwise provided by the constituent documents or agreement of the company participants.

Article 49. Admission of new participants to a limited liability company

1. The admission of new participants to a limited liability company is possible only with the consent of all participants of the company, unless otherwise provided by the constituent documents of the company.

2. When accepting new participants, changes are made to the constituent documents of the limited liability company regarding:

1) the new size of the authorized capital and shares of the company’s participants;

2) the size, procedure, timing and method of making their contributions to the authorized capital of the company by new participants;

3) other conditions necessary for the admission of a new participant.

Article 50. Additional contributions of participants in a limited liability company

By decision of the general meeting of participants of a limited liability company, additional contributions may be provided. A decision on this issue is made by a qualified majority of two-thirds of the votes of all participants in the company, unless the charter of the company provides for unanimity of all participants. In this case, the shares of participants may be changed proportionately.

Article 51. Features of termination of the activities of a limited liability company

1. The activities of a limited liability company are terminated on the grounds provided for in Article 9 of this Law.

2. A limited liability company can only be transformed into a joint stock company.

Chapter IV
Joint-Stock Company

(Repealed in accordance with the Law of the Kyrgyz Republic dated March 27, 2003 No. 64)

Article 80. Procedure for the entry into force of this Law

2. The Law of the Republic of Kyrgyzstan “On Joint Stock Companies in the Republic of Kyrgyzstan” dated June 26, 1991 No. 513-XII, as amended on December 17, 1992 No. 1084-XII, January 11, 1994 No. 1367-XII, May 28, 1994, is declared invalid No. 1563-XII, November 21 and December 28, 1995 No. 38-I from the date of entry into force of this Law.

3. To the Government of the Kyrgyz Republic:

Bring your decisions into compliance with this Law;

Accept necessary regulations on issues referred by this Law to the competence of the Government of the Kyrgyz Republic.

By accepting full property liability for the obligations of a legal entity, the participants in a general partnership assume significant risks, both for the consequences of their own actions in conducting the affairs of the partnership and the actions of other participants. Therefore, this form of legal entity is rarely used. However, the organizational and legal form of a general partnership makes it possible to extremely simplify the management structure of an organization, increases the attractiveness of a legal entity when entering into transactions related to a loan, and also creates the image of a “transparent” and conscientious company for the organization, which, of course, is a plus.

Limited partnership (limited partnership). It is created in order to limit the risks associated with participation in a business partnership, but maintain the benefits provided by this type of legal entity and attract additional financial resources.

In such a partnership, along with the participants who carry out entrepreneurial activities on its behalf and are liable for the obligations of the partnership with all their property (full partners), there are one or more participants of a different kind - investors (limited partners). The investor does not bear full property liability for the obligations of the partnership, but he bears the risk of losses associated with the activities of the partnership, within the amount of the contribution made. Investors also do not carry out entrepreneurial activities on behalf of the partnership (Clause 1, Article 82 of the Civil Code). If the business name of a limited partnership contains the name of the investor, he becomes a general partner.

The founding agreement of a limited partnership is signed only by general partners. The size of the contribution of each limited partner is not indicated, but the total size of their contributions is determined. Changing the composition of investors does not change the content of the constituent agreement.

However, the participation of the investor in a limited partnership also receives legal formalization - an agreement on making a contribution or another agreement on participation in the partnership is concluded with him; In addition, the partnership issues the investor a certificate of participation. This method of registering participation in a partnership can, among other things, ensure the secrecy of the investor’s participation in the partnership.

The legal status of general partners in a limited partnership, their powers to manage and conduct affairs in a limited partnership do not differ from the status and powers of participants in a general partnership. As for the limited partner (investor), his rights are limited to the opportunity to receive part of the partnership’s profit attributable to his share in the joint capital, get acquainted with the annual reports and balances, leave the partnership and receive his contribution, as well as transfer his share in the joint capital to another investor or to a third party.

Investors can participate in the management of the partnership and conduct the affairs of the partnership, as well as challenge the actions of the general partners in the management and conduct of the affairs of the partnership only by proxy. When leaving the partnership, the investor may not receive a share in the property of the partnership (as a general partner), but only the contribution he made. However, in the event of liquidation of the partnership, the investor has a priority right over the general partners to receive his contribution from the property of the partnership remaining after satisfaction of the creditors' claims; in addition, the investor can participate in the distribution of the liquidation balance along with general partners.

The rights of investors can be expanded by the founding agreement, but this should not lead to an actual change in the status of investors as entities not participating in the business activities of the partnership and its management. A limited partnership can only exist if it has at least one investor. Accordingly, when all investors leave the partnership, it is liquidated or converted into a general partnership. In domestic practice, this form of legal entity wide application I didn't receive it.

Limited liability company and additional liability company. Features of their legal status

The sole executive body acts on behalf of the company without a power of attorney, representing it in civil circulation, in labor relations. This body exercises powers that are not within the competence of the general meeting (board of directors and collegial executive body, if their formation is provided for by the constituent documents of the company).

The legal basis for the activities of the sole executive body, in addition to the constituent documents of the company, may be internal documents of the company (local acts), as well as an agreement concluded between the company and the sole executive body. The right to exercise the powers of the sole executive body can be transferred - by decision of the general meeting of participants - to the manager (individual entrepreneur or commercial organization), an agreement with whom is signed by the chairman of the general meeting or another person authorized by the participants.

A company with additional liability is a commercial organization formed by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents, the participants of which jointly and severally bear subsidiary liability for the obligations of the company in an amount that is a multiple of the value of their contributions to the authorized capital (clause 1 of Art. 95 Civil Code).

The total amount of liability of all participants is determined by the constituent documents as a multiple of the size of the authorized capital. Other rules provided for by law for limited liability companies also apply to additional liability companies. From this it is sometimes concluded that a company with additional liability should not have been identified in the Civil Code as an independent organizational and legal form, since, in essence, it is a type of limited liability company. In practice, this form of legal entity is used extremely rarely.

Joint stock companies

The organizational and legal form of a joint stock company is currently one of the most common; it is legally convenient and creates conditions for the consolidation and isolation of property resources of the widest range of people. This allows you to concentrate significant capital within a legal entity, which is necessary for the implementation of large economic projects. The circulation of shares of open joint stock companies on stock markets is a means of mobile change in the scope of capital application, and also helps determine the real market value property of legal entities, identifying trends in the development of national economies.

The creation and activities of joint stock companies, in addition to the Civil Code, are regulated by the Law on Joint Stock Companies.

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares; participants of such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own (clause 1, article 96 of the Civil Code, clause 1, article 2 of the Law on Joint Stock Companies).

Unlike the authorized capital of a limited liability company, divided into shares of its participants, the size of which may vary, the authorized capital of a joint stock company is divided into a certain number of shares. Each share certifies an equal amount of rights of the owner (shareholder) in relation to the company. Only joint stock companies have the right to issue shares.

The joint stock form of business organization allows for a minimal degree of participation of shareholders in the management and activities of the company itself, which may result in the loss of shares for owners of a small number of shares real possibility control over its management and activities. Therefore, to protect the rights of small (minority) shareholders, the law or the charter of a joint-stock company may limit either the total (nominal) value of shares or the maximum number of votes belonging to one shareholder.

Shareholders are registered in the register of shareholders, which is maintained by the company itself or, on its behalf, by a specialized organization (registrar). In a company with more than 50 shareholders, the holder of the register must be the registrar (Clause 3 of Article 44 of the Law on Joint Stock Companies). All JSC shares in Russian Federation are registered and issued in non-documentary form, i.e. ownership of a share is established based on an entry in the register of shareholders. Depending on the scope of rights certified by shares, the Law distinguishes between ordinary and preferred shares.

In contrast, a preferred share, as a rule, does not provide its owner with voting rights at a general meeting of shareholders. At the same time, owners of preferred shares have the right to receive dividends, as well as salvage value(part of the property of a joint-stock company remaining after completion of settlements with its creditors during liquidation) in a fixed amount determined in the charter. The share of preferred shares in the authorized capital of a joint stock company should not exceed 25%.

The right to withdraw from the company and alienate his rights as a JSC participant is exercised by the shareholder through the sale (exchange, donation) of his shares. A joint stock company does not have any property obligations to the shareholder alienating the shares; He makes all payments with the person purchasing the shares. Thus, a change in the composition of shareholders does not lead to a decrease in the property of the joint-stock company, which fundamentally distinguishes a joint-stock company from a limited liability company and constitutes an advantage of the joint-stock form of business organization from the point of view of guaranteeing the rights of creditors.

The liability of shareholders for the obligations of the JSC occurs only in the event of incomplete payment of the cost of the shares they own and is limited to the unpaid part of the cost of these shares. Such liability is joint and several and is established in the interests of protecting the rights of creditors of the joint-stock company, who rely on the fact that the authorized capital declared by the company has actually been formed.

In addition, the liability of shareholders for the obligations of the company occurs subsidiarily in the event of insolvency (bankruptcy) of the company through the fault of shareholders who have the right and opportunity to determine the actions of the company (clause 3 of Article 3 of the Law on Joint Stock Companies). It's about, first of all, about large shareholders or shareholders performing the functions of the executive body of the company. Otherwise, shareholders bear only the risk of loss equal to the value of the shares they own. A joint stock company is not liable for the debts of its shareholders.

The founders of the company sign an agreement defining the procedure for their joint activities to create a legal entity. However, the only constituent document of a joint stock company is its charter, approved by the meeting of founders. Information about the founders of the company and its shareholders is not included in the charter. Therefore, in the future, changes in the composition of the company’s participants (shareholders) do not in any way affect the content of this document.

The authorized capital of a joint stock company is made up of the par value of shares acquired by shareholders. The minimum amount of authorized capital is determined by the Law on Joint Stock Companies and is for open joint-stock companies no less than 1000 times, for closed joint-stock companies no less than 100 times the amount of the minimum wage established by federal law on the date of state registration of the company (Article 26).

Until the authorized capital is fully paid, the joint stock company does not have the right to declare and pay dividends. In addition, until 50% of the cost of shares distributed among the founders of the company is paid, it has no right to enter into transactions not related to its establishment, i.e. carry out the activities for which it was created.

Just like in other business companies, a JSC must adhere to the rule that the value of net assets cannot be less than the size of the authorized capital. If, at the end of the second and each subsequent financial year, this rule is not observed, the company is obliged to declare and register a decrease in the authorized capital.

Current Russian legislation provides for the possibility of creating two types of joint stock companies: open and closed. Currently, there are about 65 thousand open and more than 370 thousand closed joint-stock companies in our country. As a rule, a significantly larger volume of financial, production and labor resources is concentrated in open joint-stock companies. Open Societies often formed on the basis of the property of privatized state enterprises.

An open joint-stock company (OJSC) has the right to conduct an open subscription for the shares it issues, i.e. sell them to an unlimited number of people. The number of shareholders of such a company is not limited. Shares of open companies can be the subject of exchange trading. This means that any person can potentially become a member of the company, the composition of shareholders can be very changeable, and participation in the company is risky. Therefore, the JSC is obliged to conduct its affairs publicly: it annually publishes annual reports, balance sheets, and profit and loss accounts for public information.

Closed joint stock companies (CJSC) distribute shares only among their founders or other predetermined circle of persons. They do not have the right to conduct an open subscription for shares. Shareholders of a closed joint stock company have a preemptive right to purchase shares sold by other shareholders of the company at the offer price to a third party, and violation of this preemptive right provides the shareholder with the opportunity to demand the transfer of the rights and obligations of the buyer to him. The Law on Joint Stock Companies establishes the maximum number of participants in a closed joint stock company - 50, if exceeded, a closed joint stock company is obliged to transform into an open one; otherwise, it is subject to liquidation (Clause 3, Article 7 of the Law). In general, the legal status of a closed joint stock company is quite similar to that of a limited liability company.

A joint stock company of one type may be transformed into a joint stock company of another type, subject to the restrictions provided for by the Law. It must be taken into account that such a transformation does not change the organizational and legal form of the legal entity (it remains a joint stock company) and is not regulated by the rules on the reorganization of legal entities contained in Chapter. 4 GK.

A joint stock company, by decision of the meeting of shareholders, has the right to increase or decrease the size of its authorized capital. In this case, an increase in the authorized capital is allowed only after it has been fully paid and in one of two ways: increasing the par value of shares or issuing additional shares.

The placement of additional shares is permitted through an open or closed subscription. Closed subscription, unlike open subscription, involves the placement of shares only among a certain circle of persons. When carrying out open and closed subscriptions, shareholders have a preemptive right to purchase additional shares in an amount proportional to the number of shares of this category (type) owned by them. The procedure for exercising this right of a shareholder during a subscription is provided for in Art. 41 of the Law on Joint Stock Companies. Violation of the preemptive right gives the shareholder the opportunity to protect it in the ways provided for in Art. 26 of the Securities Market Law: it may require the invalidation of the issue of shares, transactions carried out during the placement of shares, and a report on the results of their issue.

The size of the authorized capital can be reduced by reducing the par value of shares or by purchasing shares by the company in order to reduce their total number, if such a possibility is provided for in the charter. Moreover, the joint-stock company is obliged to notify its creditors about this no later than 30 days from the date of such a decision, as well as publish the relevant information in a printed publication intended for the publication of data on state registration of legal entities. State registration of changes in the company's charter related to a decrease in the authorized capital is carried out only if there is evidence of notification of creditors.

The supreme management body of the joint-stock company is the general meeting of shareholders. For companies with more than 50 shareholders, the creation of a board of directors (supervisory board) is mandatory. For other societies, this issue is left to the discretion of the participants.

If a board of directors (supervisory board) is created, the company's charter must define its competence. At the same time, the competence of the board of directors cannot include issues that are the exclusive competence of the general meeting of shareholders: changes in the charter, election of the board of directors, the audit commission (auditor), the formation of executive bodies and early termination of their powers (if the charter does not include these issues within the competence of the board directors), approval annual financial statements and distribution of profits and losses, making decisions on reorganization and liquidation and a number of other issues referred to the exclusive competence of the general meeting by the Law on Joint Stock Companies. It should be noted that the range of issues within the competence of the general meeting by the Law on Joint Stock Companies cannot be expanded by the charter.

Current activities are managed by the sole executive body of the company (director, CEO); It is also allowed for a joint stock company to have both a sole executive body and a collegial one (board, directorate). In addition, the management functions of a JSC can be transferred under a contract to an individual entrepreneur or a commercial organization. The executive body is accountable to the general meeting of shareholders, the board of directors (supervisory board) and exercises powers that are not within the competence of these bodies by law and the charter.

Internal control functions over the activities of the company are carried out by the audit commission. Open companies, as well as joint stock companies created to carry out certain types of activities, are also required to annually engage an independent auditor to check and confirm the accuracy of the annual financial statements. The candidacy of the auditor is approved by the general meeting of shareholders.

A special law provides for the possibility of creating and operating in the Russian Federation joint-stock companies of workers (people's enterprises).

The rules on closed joint stock companies apply to this type of joint stock company, but with significant features.

A people's enterprise can only be created by transforming a commercial organization, with the exception of state unitary enterprises, municipal unitary enterprises and open joint-stock companies whose employees own less than 49% of the authorized capital. The decision to create is made by the participants of a commercial organization with at least three-quarters of the votes of their payroll, and is considered valid only if the organization’s employees have given consent to this transformation. The agreement on the creation of a national enterprise must be signed by all persons who decide to become its shareholders. Average headcount employees of a national enterprise cannot be less than 51 people (of which a maximum of 10% may not be shareholders).

The number of shareholders of a national enterprise should not exceed 5 thousand, otherwise it must, within a year, bring this number into compliance with the requirements of the law or transform into a commercial organization of a different form. The minimum authorized capital of a national enterprise must be at least 1000 minimum wages.

A national enterprise has the right to issue only ordinary shares. Special attention The law pays attention to the ratio of the number of shares of employees in the authorized capital of a national enterprise. Employees must own a number of shares in a national enterprise whose par value is more than 75% of its authorized capital. Share of shares of the national enterprise in total number shares that an employee of the transformed commercial organization may own at the time of its creation must be equal to the share of his remuneration in the total amount of remuneration of employees for the 12 months preceding the creation of the national enterprise. One shareholder of a people's enterprise, who is its employee, cannot own a number of shares whose par value exceeds 5% of the authorized capital of the people's enterprise. If the specified amount is exceeded, the national enterprise is obliged to buy back the “extra” shares from it, and the employee-shareholder is obliged to sell them to the national enterprise. When an employee-shareholder is dismissed, his shares are also subject to mandatory sale to the enterprise, which distributes them among the remaining employee-shareholders. The law prohibits the sale of shares of a people's enterprise on its balance sheet to the general director of the people's enterprise, his deputies and assistants, members of the supervisory board and members of the control commission.

The powers of the general meeting of shareholders of a people's enterprise and its audit (control) commission are extremely expanded, while the competence of the supervisory board (board of directors) and the general director is correspondingly limited. Moreover, regardless of the number of shares owned, each shareholder has only one vote at the general meeting (on most issues).

Producer cooperatives

A unitary enterprise is created by decision of the owner of the property represented by the relevant state or municipal body authorized to make such a decision in accordance with the acts defining the competence of this body.

The constituent document of a unitary enterprise is the charter, approved by the body that made the decision to create the enterprise. By virtue of the direct instructions of paragraph 2 of Art. 52 GK in founding document of a unitary enterprise, the subject and goals of its activities must be determined. The legal capacity of unitary enterprises is special. They have the right to engage only in those types of entrepreneurial activities, the right to engage in which is provided for by the charter, and to make transactions necessary to achieve the statutory goals.

The only executive body of a unitary enterprise is the sole body - the director (general director). He is appointed to the position and dismissed from the position by the owner or a person authorized by the owner, and is accountable to him (clause 4 of Article 113 of the Civil Code). The procedure for appointing a manager to a position, the procedure for changing and terminating an employment contract with him are determined in the charter of the unitary enterprise.

The charter of a unitary enterprise must also contain information about the size of its authorized capital (if one is to be created), about the procedure and sources of its formation, about the directions for using the profits received by the unitary enterprise, and other information provided by law.

Unitary enterprise based on law economic management, in accordance with the content of this right, independently disposes of the products produced by him, as well as movable property under his economic control, unless otherwise established by law. Real estate the enterprise can dispose of it only with the consent of the owner. At the same time, transactions for the disposal of property assigned to an enterprise should not deprive it of the opportunity to carry out statutory activities. The owner of the property of such an enterprise has the right to receive part of the profit from the use of the property transferred to the enterprise for economic management.

The owner of the property of a unitary enterprise based on the right of economic management is not liable for the obligations of the enterprise. An exception is the subsidiary liability of the owner in the event of insolvency (bankruptcy) of a unitary enterprise that occurs as a result of following the instructions of the owner. The minimum size of the authorized capital of such unitary enterprises is determined by the Law on State and Municipal Unitary Enterprises. By the time of state registration of a unitary enterprise, its authorized capital must be paid in full by the founder.

A unitary enterprise based on the right of operational management (state-owned enterprise) is commercial organization which carries out entrepreneurial activities on the basis of property that is in state or municipal ownership and income of the enterprise. The activities of a state-owned enterprise are carried out in accordance with the estimate of income and expenses approved by the owner of the property. The owner also has the right to seize excess, unused or misused property from the enterprise, to submit mandatory orders to the enterprise for the supply of goods, performance of work and provision of services for state and municipal needs, and to determine the procedure for distributing income of a state-owned enterprise.

As follows from the power of operational management, it can dispose of the property assigned to the enterprise (both real and movable) only with the consent of the owner of this property and within the limits that do not deprive the enterprise of the opportunity to carry out its statutory activities. The company sells its products independently.

If the property of a state-owned enterprise is insufficient, the owner of its property bears subsidiary liability for the obligations of the enterprise (clause 5 of Article 115 of the Civil Code), therefore the authorized capital of the state-owned enterprise is not formed.

Reorganization or liquidation of a unitary enterprise is carried out by decision of the owner. Forced liquidation is also possible on the grounds established by law, including (for enterprises based on the right of economic management) on the grounds and in the manner provided for by the legislation on insolvency (bankruptcy).

A change in the type of a unitary enterprise (i.e., a change in the status of a state-owned enterprise to the status of an enterprise based on the right of economic management, and vice versa), as well as a transfer of ownership of the property assigned to it to another owner, is not a reorganization. The organizational and legal form of a unitary enterprise is preserved in these cases.

Comments to Art. 66 Civil Code of the Russian Federation

Limited liability company and additional liability company. Features of their legal status

Joint stock companies

Producer cooperatives

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