Limited society. Complete society. What is a limited joint stock company

The concept and legal signs of full

society.

Legal personality problems of complete

Peculiarities legal status participants

complete societies.

The nature of the responsibility of the participants

a full company for the obligations of the company.

The question of recognizing participants as full

society by subjects of entrepreneurial activity

nosti: the approach of domestic and foreign

legislation.

Restrictions on the movement of participants in full

society: reasons and content.

Management and conduct of the affairs of a complete society.

The concept and legal signs of a limited

society. The advantages of this organizational

legal form.

The concept of joint-stock limited partners.

Features of the legal status of depositors

in a limited society.

1. Legal signs of a complete society

Such a society is fully recognized, all participants

which are engaged in joint business

activities and bear joint responsibility for

obligations of society with all its property (Art. 66

highlight the following main features of a complete society:

1) consists of two or more participants; In some

countries are prohibited from participating in the software of legal entities or

installed special rules such participation - on

Ukraine does not yet have such restrictions; number

the number of software participants is small - on average, from two to four

2) the authorized fund is not formed, contributions of participants

make up the contributed capital, the size and procedure for creating

which is determined solely by the participants themselves

(ZHO does not contain provisions on the minimum amount

capital of the software, the timing of contributions by participants,

the procedure for changing the size of the contributed capital);

4) the participants of the PO bear subsidiary, joint and several

unlimited liability for obligations

society;

5) software has no organs - in relations with third parties

the society is represented by its participants;

6) the movement of participants is significantly limited.

The software lacks many important features

legal entity - bodies are not formed in the society

management, the participants are responsible for property

liability for the obligations of society - led to the fact that

in many countries, software (or other similar

structures) are not recognized as an independent legal

personality, they are considered only as a set

individual participants united to implement

commercial activities. This approach does not affect

the ability of software to act as an enterprise

material corporation - associations of entrepreneurs

under a common name, since such associations

endowed with commercial legal capacity. Lack of software

legal entity status entails:

requirement for members of the company to have status

merchant, merchant (business entity

activity);

possibility of legal action by the company's creditors

directly to the participants of the software, bypassing the society itself;

application of a simplified account management system;

no double taxation (no software is paid

taxes levied on legal entities).

Since software (partnerships) in a number of countries do not pass

special registration, then arbitrage practice often

is faced with the problem of establishing a relationship

partnerships.

According to the legislation of Ukraine, software has the rights

legal entity, which gives rise to both positive and

negative consequences for their functioning.

2. Legal status and change

full company membership

Software participants have property and

non-property corporate rights (the right to

receiving part of the company's profit for management

society, to receive information about activities

society, etc.). The content of each of these rights in detail

was considered in the sections of the General part.

The responsibilities of software participants are quite extensive in terms of

compared with the obligations of a shareholder or member of an LLC,

which is due to the personal nature of such

associations as software. For the existence of this society

it is not only its investment that matters

participants, but also personal entrepreneurial activity

each of them, carried out on behalf of and in the interests

society. So, in the very definition of software, enshrined in

Article 66 of the ZHO, it says that the participants in the PO.

Participants of the software must:

make basic and additional property

contributions to the capital of the company;

participate in the management of society;

realize entrepreneurial activity from

the name of the society;

comply with the provisions of the memorandum of association;

do not divulge trade secret and confidential

social information about the activities of the company;

bear other obligations stipulated by the constituent

telny agreement.

Participants can be relieved of duties

on operational management society and its

entrepreneurial activity, if these functions are

on the basis of a common decision, all participants are entrusted

several or one of them.

A distinctive feature of the software is that it

participants have unlimited liability to all

property belonging to them for obligations

society.

Article 74 of the ZHO states that if upon liquidation of software

it turns out that the existing property is not enough to pay

of all debts for society in the missing part are borne

joint responsibility of its participants to all their

property for which, in accordance with the law

Ukraine may be foreclosed. Participant

society is responsible for the debts of society, regardless of whether

they arose after or before his entry into society.

The participant who pays the debts of the society in full,

has the right to apply with a recourse claim to

the corresponding part to the rest of the participants carrying

responsibility to him in proportion to his share in

property of the society. Thus, this norm determines

the responsibility of the software participant for his debts as:

1) subsidiary;

2) solidary;

3) with the right of recourse to the rest of the participants.

ZHO does not fully name the grounds

the occurrence of liability of participants for obligations

ON. The law only says that attraction

participants to direct property responsibility-

property is possible with the liquidation of society. On

practice, based on the provisions of the Law,

participants in the software can be held liable for its debts

and without liquidation of the company.

The question of responsibility is not covered in the ZHO

participant of the software after his exit from the society. Foreign

legislation usually provides that a participant

In the event of leaving the company, the software is responsible for

debts of society, formed before the release of this

participant, within the statutory time

(for example, in the Russian Federation this period is 2 years, in France -

5 years). Civil Code of the Ukrainian SSR in 1922 also included a similar

requirement by setting a two-year response time-

the property of the participant who left the partnership (the term

calculated from the date of approval of the report for the year in which

the participant has dropped out of the full partnership).

It should be borne in mind that the responsibility of the software participant

after his exit from the society, only

in cases where there is no legal succession. Otherwise

case, liability for the obligations of the company will be

to bear not the retired participant, but his successor.

Speaking about the legal status of the participant of the PO

it should be noted that Ukrainian legislation is not

provides for the mandatory presence of his status

subject of entrepreneurial activity. Similar

the requirement is contained in the laws of many foreign countries.

Its incorporation into corporate law

due to non-recognition in many countries of software

a legal entity. Is it advisable to introduce a similar

the norm and in the legislation of Ukraine? It appears that

no, since the RO participant carries out his

acting on behalf, at the expense and under the responsibility

society, which is by law and recognized as a subject

entrepreneurial activity with all the attendant

of this the consequences. So, if the activity,

carried out by a complete society, falls under

licensing, then the license will be issued to you

society, and the participants do not need it. Complete

society as a business entity

will be responsible for all kinds of violations

current legislation, admitted in their work

bots - participants to self-responsibility

should not be involved.

The law imposes on software participants some

restrictions on their activities. Art. 70 ZHO

establishes that the members of the company are not entitled from their

in the name and in their own interests to implement the agreements,

homogeneous with the goals of the society, as well as

take part in any other societies (except

joint stock companies) having a homogeneous with full

society is the goal of the activity. Participants of the software must

compensate the company for losses caused

violations of this rule.

The activities of the participant of the software may be limited to:

firstly, to eliminate unfavorable for society

competition; secondly, in order to ensure

proper performance by the software participant of their personal

(non-property) obligations to society;

thirdly, to ensure the solvency of the software.

The current legislation of Ukraine prohibits

only the homogeneous activity of the PO participant (in their

interests or as a participant in another HO, except

joint stock), i.e. only competition is prohibited

participant with software. The project of the Civil Code of Ukraine provides for

the introduction of another restriction - physical or

entity can be a member of only one

complete society. This limitation is aimed at protecting

third parties - software lenders. Participation of a person in several

The software may result in the inability to answer

responsibility for the obligations of each company in full

Domestic legislation provides

the possibility of recovering losses from the participant of the software,

caused to society by competitive activity

participant. The size of such losses in practice to determine

quite difficult. The legislation of many countries follows

another way: liability is applied not to restore

innovative, and of a penal nature - from the participant,

violated the prohibition to compete with society, collecting

all profits received by him from such

activities.

ZHO names the following reasons for the change

composition of software participants:

1. Assignment of a share (parts 1, 2 of article 69 of the Law of Ukraine).

Transfer by the software participant of his share to others

members of this company or third parties may be

carried out only with the consent of all participants. Participant

not the whole share may be surrendered, but part of it. With share transfer

(its part) to a third party is simultaneously carried out

transfer of all (or part) of the rights and obligations,

owned by a participant who retired from the software or

to the one who ceded part of his share.

2. Succession (inheritance) of a share (parts 3-4

Art. 69 ZHO).

In the event of the death of a participant - an individual or

reorganization of a participant - a legal entity, Legal

successors or heirs of these members have

preemptive right to join the society.

The remaining members of the software agree to join

new members, and if such consent is not obtained or

the assignee (heir) refuses to join the software, then

he is paid the value of the share owned

reorganized legal entity (heir).

The size of the share in the property of the software is determined by the day

reorganization (death) of a participant. Assignees or

heirs in any case (they enter society or

no) are responsible for the participant's debts incurred

during the activity of the society, in front of society, as well as

for debts of the company to third parties.

3. Withdrawal of the participant from the society (Art. 71 of the Law of Ukraine).

The participant must notify in advance of his withdrawal

from society: 3 months in advance - if the society was created on

indefinite period and for 6 months - if the company

created for a specific period. Out of society

created for an indefinite period is possible for any

reason, and from software created for a certain period -

only respectful. If when a participant leaves the software

society is preserved, then the participant is paid

the cost of his contribution in accordance with the balance,

compiled by the day of release. At the request of the participant and

with the consent of the society, the contribution can be returned

wholly or partly in kind. Retired

the participant is paid the part due to him

profit received by the society in a given year. If in

as a result of the participant's exit from the software, the society disintegrates

(such reason for the termination of the software activity may

provided by the memorandum of association), then

its liquidation is carried out in accordance with the law

okay. The allocation of the participant's share is not made, but

remaining after settlements with all creditors of the company

the property is distributed among the participants in the software.

4. Exclusion of the participant from the PO (Art. 72 of the Law of Ukraine).

Can be carried out if the participant of the software

systematically fails or improperly

performs duties or by his actions

hinders the achievement of the goals of society. With the exception

the participant is allocated his share in the property

society and the payment of part of the profit due to him.

The law does not determine in what order the decision is made

about exclusion of a participant - this question referred to

the competence of the participants themselves and is subject to consolidation in

memorandum of association(first of all should be

the procedure for making a decision on this issue has been determined

su - unanimously, qualified or simple

majority).

5. Allocation of the share of the participant at the request of his

creditors (Article 73 of the Law of Ukraine).

The software is not responsible for the obligations of its

participants. However, the creditors of the debtor participant in

insufficient property of the participant himself to cover

his debts may require the company to allocate a share

participant - debtor or liquidation of the software itself. If

the participants of the software agree to allocate the share of the participant-

the debtor, the creditors are not entitled to insist on

liquidation of society.

6. Entry of new members.

The procedure for the entry of new participants into software by law

not regulated. It is determined by the participants themselves

in the memorandum of association. Part 1 of Art. 74 reinforces that

the participant of the software is also responsible for those debts of the society that

arose before the moment of his entry into society.

3. Conducting the affairs of a complete society

The current legislation of Ukraine has not

removes such concepts as software management and maintenance

cases (carrying out entrepreneurial activity from

the name of the society).

Software management is the most essential solution

topical issues of the activities of society, for example, about

introduction by the participants of additional property

contributions, on the acceptance or exclusion of a participant, on

directions of the company, about the directions

use of the company's profits, etc.

society is carried out by common consent of all

participants (this is what the legislator had in mind in Part 1 of Article 68

ZHO). Sometimes a similar procedure for resolving issues

negatively affects the management of society, since

it is difficult for participants to reach agreement on all issues

activities of the software. The GC project offers a discretionary

the norm instead of the peremptory one, fixing in Art. 101:

Since nowadays for the adoption of any

decisions regarding the activities of the company, the law requires

according to their share in the property of the society. GC project is underway

the constituent agreement may provide for another

Doing business is an entrepreneurial

activities carried out by the \ "software participant on behalf of

society, representation of society in relations with

third parties.

Business management in software can be carried out in various

ways;

1) by all participants;

2) several of them;

3) one of the participants.

Part 3 of Article 68 establishes that if several

of participants conduct the affairs of the society, then each of them can

act on behalf of society independently (for example,

conclude an agreement on behalf of the company). In the constituent

the agreement may indicate the actions that the participants

has the right to exercise only jointly.

If business is not conducted by all participants, then the volume

the powers of the participants entrusted with the conduct of business,

is drawn up by a contract of order, signed

other members of the company.

The powers of a participant to conduct the affairs of the company

are terminated due to:

the termination of the activities of the company itself;

refusal of the participant from the order;

cancellation of an order at the request of at least one of

the rest of the participants.

4. Concept and legal characteristics

limited society

In accordance with Article 75 of the ZHO, limited

a society is recognized that includes, along with one or

more participants carrying out on behalf of the company

business activities and carriers

responsibility for the obligations of society with all its

property, also of one or more participants,

whose liability is limited to contribution to

property of the company (investors).

For COs, the following legal features are characteristic:

full participants (at least one of each category),

whose legal status varies significantly;

2) the authorized capital in the KO is not formed, deposits

participants make up the joint capital, the size and

the order of introduction of which is determined by ourselves

participants. At the same time, the aggregate share of depositors did not

may constitute more than 50% of the capital of the company (part 2 of article 80

ZHO), by the time of registration of the CO, each of the contributors

must pay at least 25% of his contribution (part 3 of article 80 of the ZHO);

3) acts on the basis of the memorandum of association,

4) KO has no organs - in relations with third parties

society is represented by its members with full

responsibility;

5) reorganization in software is possible when all are retired

depositors;

6) compulsory liquidation upon retirement from the company

all full participants.

A specific feature of the CO is the presence of two

categories differing in their legal status

participants - full participants (complements) and

depositors (limited partners). For full participants

responsibilities for the management of the company are assigned,

conducting business on his behalf,

they are liable with all their property for

obligations of the society. The functions of depositors are limited

are provided by the provision of a certain capital to the company

in exchange for participation in the company's profits. The relationship between

society and depositors have not credit, but

investment nature, which is more profitable for

society (investors do not interfere in its activities,

capital gains are paid to contributors only when

the presence of profit from the company, capital is invested in

unlimited time). If full participants in the society

several, then they form a semblance of software, their activities

governed by regulations designed to apply to

this type of society, which follows from Art. 77 ZHO.

FGM occurs when full participants

unable to form by their own efforts

capital necessary for the activities of the company. For

accumulation of such capital in the society

depositors are allowed, but without the right to manage

society.

In pre-revolutionary Russia, as well as in many

modern states the principle of anonymity applies

the personality of depositors, which is the main incentive

for their entry into the Society. So, paragraph 2 of Art. 60, art. 76

of the Russian Trade Regulations of 1903 consolidated the possibilities

depositors, if they wish, to remain unknown to

third parties. To register a limited partnership

(today's KO) to the city or merchant council

it was not the memorandum of association itself that was submitted, but an extract from it,

which indicated the names and residence of only those

depositors who wish it. Thus,

the identity of the depositor was known only in the circle

partnerships, but not to third parties, including bodies

public authority. However, the Civil Code of the Ukrainian SSR in 1922 established

liv that. And today the Ukrainian ZHO

does not ensure the anonymity of the identity of depositors in CR.

Abroad, the principle of anonymity is embodied in

existence of joint stock limited partners (CBs with shares),

which is known to the legislation of many countries (Germany,

France, Italy, Spain, etc.). In this variety

KO is the amount of capital to be deposited

depositors, broken down into shares spreading

then among the contributors.

5. Features of the legal status

contributors in limited society

Legal status of participants with full answer-

in KO is similar to the legal status of participants

The software that was discussed in 2 of this chapter.

Features of the legal status of depositors in CR

are enshrined in Art. 78 - 83 ZHO.

Investors can only join the society by

making cash or material contributions. Full

participants can also contribute of various kinds

intangible assets such as intellectual

property, various property rights. Before

from the moment of registration of the KO, depositors must make not

less than 25% of their contribution, to participants with full

no such requirement is imposed by responsibility.

Investors' rights differ significantly from

the usual volume of corporate rights of the participants of a chemical company. So,

depositors do not have the right to manage KOs, but are endowed with

the right of priority return of the deposit (before

participants with full responsibility) in case

liquidation of society. This is the position of depositors

resembles the status of holders of preferred shares in

JSC. Investors can act on behalf of the limited

society only if there is an order and in accordance with it.

If the depositor enters into an agreement on behalf of and in

the interests of society without appropriate authority, then,

in case of approval of his actions by the KO, he, together with

participants are fully responsible for

agreement to creditors with all their property, on

which, in accordance with the law, can be

foreclosure was levied. If approval is not obtained,

the depositor is liable to third parties independently

with all their possessions. Thus, if participants with

represent the company in full responsibility

relations with third parties based on the provisions

ZHO and the memorandum of association without a power of attorney that

allows them to be equated to KO bodies, then depositors can

act only as contractual representatives for

on the basis of a power of attorney issued by the company. but

consequences of actions of depositors without a power of attorney

are not regulated by the rules of the Civil Code on representation, but

special norms of the ZHO (Article 82).

Investors are entitled to receive a portion of the profits

societies commensurate with their contribution, but they do not

participate in resolving the issue of the procedure for distributing profits

NS. Full participants themselves determine the share of the profit,

to be distributed among all participants of the KO.

Investors have the right to receive information about

activities of the society: annual reports and balances,

documents confirming the correctness of their preparation.

The sole obligation of contributors is

making basic and additional capital contributions

NS. Personal participation of contributors in the management and activities

society is not only not necessary, but in some

cases is prohibited.

Contributors other than those mentioned above

cases of action on behalf of society without

powers of attorney, do not carry property liability on

obligations of KO.

More on the topic Chapter 10. Complete society and limited society:

1. §1. The history of the formation of a joint-stock business in Mongolia
2. Chapter 1. Corporations and corporate law: history and modernity
3. Chapter 2. Business company as a corporate subject of entrepreneurial activity
4. Chapter 4. Property and property rights in an economic society
5. Chapter 6. Organization of management and activities of a business company
6. § 3. Founders (participants) as subsidiary debtors for the obligations of commercial organizations
7. § 1.4. Development of modern Russian legislation and foreign experience of legal regulation of relations of economic subordination of legal entities

The concept of a limited company.

Limited society is a business company in which one or several participants carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for its obligations with all their property, on which, according to the law, collection can be levied (full participants), and other participants are present in the company's activities only by their own contributions (contributors).

Characteristics of a limited company.

1. In a limited society there are full participants and
depositors.

Limited society combines the features of a complete society and society with limited liability... Actually, part 3 of Art. 133 of the Civil Code provides for the application of the relevant rules on a complete society in relation to a limited company. The similarity with a full company is indicated, in particular, by the presence in the composition of participants who carry out entrepreneurial activities on behalf of the company and bear responsibility for its obligations with all their property (full participants), and with a limited liability company - the presence of persons (investors) who are liable for the debts of a limited company only to the extent of their contributions. Moreover, according to Part 7 of Art. 80 HC, only persons registered as business entities can be full participants in a limited company.

2. In accordance with Art. 135 CC legal status of full
members of a limited partnership and their responsibility
on the obligations of the company, provisions are established
mi of the legislation on the participants of the full company.
Full participants, in particular, manage
activities of a limited company. At the same time, the face
can be a full member in only one comman
childish society. Full member of a limited partnership
state cannot be a member of a complete society, as well as
a contributor to the same society.

With regard to the contributors of Art. 136 of the Civil Code provides for a ban on participation in the management of the activities of a limited company and does not allow objections from them regarding the actions of full participants in managing the activities of the company. Investors of a limited company can act on behalf of the company only by power of attorney.

In accordance with Art. 137 of the Civil Code, a limited company investor is obliged to make a contribution to the authorized capital. At the same time, the aggregate amount of deposits of depositors should not exceed 50% of the authorized capital of a limited company.

3. A limited company is created and operates on the basis of
notifying the memorandum of association, which is signed
all full participants (Article 134 of the Civil Code). Constituent
a limited partnership agreement may contain an obligation

The intentions of the participants to create a company, the procedure for their joint activities regarding its creation, the conditions for transferring the property of the participants to the company, as well as information on the size and composition of the authorized capital of the company, the amount and procedure for changing the shares of any of the full participants in the authorized capital, the aggregate amount of deposits of contributors. If, as a result of withdrawal, expulsion or retirement in the limited company, there is only one full participant left, the memorandum of association shall be reissued into a single statement signed by the full participant. If a limited company is created by one full participant, then the constituent document is a sole statement (memorandum), which contains all the information provided for in Art. 134 of the Civil Code on the founding agreement of a limited company.

MINISTRY OF EDUCATION OF UKRAINE

KIEV NATIONAL ECONOMIC UNIVERSITY

CRIMEAN ECONOMIC INSTITUTE

at the rate " Financial activities business entities "

on the topic: "Peculiarities of the activity of the team-dit societies."

Performed by a student of the Faculty of Finance and Accounting, specialty "Finance", group F-41-99

Levshuk Natalia

Simferopol 2003

A limited company is a company in which, together with one or more participants who carry out entrepreneurial activities on behalf of the company and bear responsibility for the obligations of the company with all their property, there are one or more participants whose liability is limited to the contribution to the property of the company ( depositors).

If two or more participants with full responsibility participate in a limited company, they are jointly and severally liable for the company's debts.

A limited society, as well as a complete one, according to its legal characteristics, can be attributed to personal associations. A feature of a limited society, which distinguishes it from a complete society, is the presence in it of two categories of participants that differ in their legal status - full participants (complementaries) and contributors (limited partners). The full participants are entrusted with the duties of managing the company, conducting entrepreneurial activities on its behalf, they are responsible with all their property for the obligations of the company. The functions of contributors are limited to the provision of a certain capital to the company in exchange for participation in the company's profits.

A limited society arises in those cases when the full participants are not able to form the capital necessary for the activities of the society by their own efforts. To accumulate such capital, investors are allowed into the company, but without the right to manage the company. The relationship between the society and the investors is not of a credit, but of an investment nature, which is more profitable for the society (investors do not intervene in its activities, capital gains are paid to investors only if the company has profit, capital is invested in unlimited time).

For a limited society, the following legal signs are characteristic:

2) the authorized capital in a limited company is not formed, the contributions of the participants constitute the joint capital, the size and procedure for the formation of which is determined by the participants themselves. At the same time, the total share of contributors cannot be more than 50% of the capital of the company; by the time of registration of the limited company, each of the contributors must make at least 25% of their contribution;

3) a limited company does not have governing bodies - in relations with third parties, the company is represented by its participants with full responsibility;

4) acts on the basis of the memorandum of association, the content of which is determined by Art. 76 of the Law "On Business Companies".

The Memorandum of Association is the only document on the basis of which a limited company is created and operates.

The Memorandum of Association is drawn up in writing, and if the participants include individuals, then their signature on the contract must be notarized.

The constituent agreement, in addition to the information specified in Art. 4 of the Law "On business companies"(Information about the type of company, the subject and purposes of its activities, name and location), must include information about:

1) the amount of the joint stock capital of the company;

2) the size, composition and procedure for making contributions by each of the participants with full responsibility;

3) the size of the share of each of the participants with full responsibility (determined by the ratio of the size of the participant's contribution to the total amount of the contributed capital; the share can be expressed as a fractional number or as a percentage);

4) the aggregate amount of the contributors' shares in the capital of the company; the size, composition and procedure for making contributions by them;

5) the liability of the participants for the untimely making of the contribution;

6) the form of participation of participants with full responsibility in the affairs of the company (the procedure for managing the activities of the company and conducting business on behalf of the company must be regulated);

7) subsidiary, joint and unlimited property liability of participants with full responsibility for the obligations of the company;

8) the rights, duties and responsibilities of investors (taking into account the provisions of Articles 79 - 82 of the Law "On Business Companies");

9) the procedure for the distribution of profits or losses of the command company (this procedure is not determined by the current legislation) - according to general rule profits and losses are distributed among the participants in proportion to their shares in the contributed capital; a different distribution procedure (based on equal distribution of profits / losses or taking into account the personal contribution of each participant to the activities of the company) may be provided for in the articles of incorporation or a separate agreement of the participants; it is not allowed to remove any of the participants from participating in the distribution of profits or losses.

10) additional grounds for the termination of a limited company (taking into account the requirements of Art. 83 of the Law "On Business Companies").

In many modern states, the principle of anonymity of the personality of depositors operates, which is the main incentive for their entry into society.

The legislation of Ukraine regulates this issue in a contradictory manner, which leads to the non-proliferation of a commandite society as a form of joint business activities. So, in the second part of Article 76 it is enshrined that in the constituent agreement on a limited company in relation to depositors, only the aggregate size of their shares in the property of the company is indicated, as well as the size, composition and procedure for making contributions by them. Should this provision be understood as excluding the requirement of Art. 4 of the Law "On Business Companies" indicate in the constituent documents the composition of the company's participants, and if so, what document should confirm the participation of investors in the company? The current legislation does not yet contain the means to resolve these issues.

Abroad, legal relations between participants with full responsibility and investors in a limited company are often formalized as follows. In the constituent agreement, only the aggregate size of the share of contributors in the capital of the company is determined, and information on the personal composition of contributors is not indicated. The foundation agreement is signed only by participants with full responsibility. In parallel with the memorandum of association, an agreement on participation in a limited company is concluded, which is signed both by participants with full responsibility and by investors. This agreement is not subject to state registration, is of a confidential nature and determines the personal composition of the limited company contributors, the size, composition and procedure for each of them making a contribution.

Another scheme can also be used, according to which an agreement on participation in a limited company is concluded by full participants with each investor separately. This approach facilitates the procedure for making changes to documents related to the movement of depositors (exit, entry, exclusion of the depositor, assignment of a share, succession and inheritance, etc.)

This approach is not the only one used to ensure the anonymity of depositors.In some countries, the constituent agreement is confidential, and an extract from this agreement is presented to public authorities and other interested parties, which does not contain information about the identity of the depositors The principle of anonymity is embodied in the existence of a joint-stock company (limited company with shares), which is known to the legislation of many countries (Germany, France, Italy, Spain, etc.). In this variety of limited limited company, the amount of capital that is subject to contribution by the contributors is divided into shares, which are then distributed among the contributors.

A limited society is created and functions on the same principles as a complete one. Therefore, the legislator, instead of developing special rules governing the activities of a limited company, subordinates it to the rules that determine the legal status of a complete society (with some exceptions).

The norms contained in Articles 67-74 of the Law "On Business Companies" shall be applied taking into account the provisions contained in Articles 78-83 of this Law. The latter reflect the peculiarities of the legal position of depositors in a limited society. Based on this rule, Articles 69, 71, 72, 73 of the Law "On Business Societies" apply equally to participants with full responsibility and to investors. Articles 68, 70, 74 do not apply to depositors (they are excluded by the provisions of Articles 79 - 82).

If there are several participants with full responsibility in a limited company, then they form a semblance of a complete society within a limited company, and their joint activities are governed by norms designed to apply to participants in a complete company.

A depositor can join a limited company by making cash or material contributions.

This norm is

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3. Limited society

1. The main features of a limited company are: the presence of two categories of participants: full participants and contributors; subsidiary liability of full participants for the company's obligations with all their property, the presence of a contributed capital in which the fate of depositors cannot exceed fifty percent; the constituent agreement as the constituent document of the company, the absence of governing bodies; the obligation for full participants to participate in the management, business activities of the company; a prohibition for investors to participate in the management of the company; an indication of the organizational and legal form and the names (names) of the full participants in the name of the company; certain restrictions for full participants regarding membership in business entities, the presence common features with a full company, the application to limited partnership provisions of the legislation governing the activities of general partnerships.

Thus, a limited company has many features in common with a full company, but at the same time differs from it primarily in that, in addition to full participants, who have the same status as participants in a full partnership, it includes participants with a special legal status - depositors. The term "full participants" is an innovation in the Civil Code of Ukraine. Before the entry into force of the Civil Code in the new edition

the legislator used the term "participants with full responsibility" borrowed from the Law of Ukraine "On Business Companies", and in the legal literature the terms "complementary", "general comrades" and others were used. A limited partnership may include one or more full members and one or more contributors. The minimum number of participants in a limited partnership is two people, of whom one must be a full participant and the other a contributor. The maximum number of full members and investors in a limited partnership is not limited by law.

One of the main differences in the legal status of full participants and investors in a limited partnership is the extent of liability for the company's obligations. A full participant bears subsidiary liability for the obligations of the company with all his property (if the company includes two or more full participants, they are jointly and severally liable). Investors of a limited company are not liable for the obligations of the company, but bear the risk of losses associated with the activities of the company, within the amount of their contributions, with the exception of cases provided for by law (Article 138 of the Civil Code).

The second significant difference between the legal status of full participants and contributors of a limited partnership is their participation in the management of the company. The management of the activities of a limited company is carried out only by full participants who carry out entrepreneurial activities on behalf of the partnership. Investors of a limited company do not have the right to participate in the management of the company (Article 136 of the Civil Code).

2. According to the general rule established by Art. 90 of the Civil Code of Ukraine, a legal entity must have its own name, which contains information about its organizational and legal form. That is, the name of a limited company must necessarily contain the words "limited company". This makes it possible to identify the specified legal entity as a company established as a business company with a corresponding legal status.

According to Art. 133 of the Civil Code (part 2) in the name of a limited company, the names (names) of the full participants must be indicated.

The name of a limited company may look like this:

1) the words "limited company" and a list of names (titles) of all full participants;

2) the words "limited partnership", the name (name) of at least one full participant with the addition of the words "and company".

It should be noted that the name of a limited company should and may include only the names (names) of the full participants, and not the contributors. The novelty of the Civil Code of Ukraine is the provision of the commented article, according to which, if the name of the depositor is included in the name, such a depositor becomes a full participant in the company.

Other information may be included in the name of the limited company. In addition to its full name, a limited company may also have an abbreviated name. At the same time, the legislation does not establish the amount of information that should be contained in the abbreviated name.

3. The legal nature of a limited company has many features in common with a complete company. These both organizational and legal forms function according to the same principles (taking into account the peculiarities associated with the presence of contributors as members of a limited partnership). In this regard, the legislator extended the provisions of the Civil Code on complete companies (Articles 119-132) to limited companies. The provisions of these articles apply to limited liability companies if

otherwise is not established by this Code or other law (see the commentary to the specified articles).

The use by the participants of relations in the field of management of such types of business entities as full and limited (also called trust companies or limited companies) happens quite rarely.

The reason for this is a higher degree of responsibility for the obligations of such companies for all participants in a general partnership and for full participants in a limited partnership, compared with the liability of shareholders in joint stock company and participants in limited and additional liability companies.

A complete society (as well as a limited society, which was already indicated earlier) is created and acts on the basis of articles of association, which is signed by all participants. Memorandum of Association of a complete company, except general requirements of legislation to the content of constituent documents, must contain information on the size and procedure for changing the shares of each of the participants in the joint capital of the company, on the size, composition and procedure (including the term) of their contributions, as well as on the form of their participation in the affairs of the company (Article 120 Civil Code of Ukraine and Article 67 of the Law of Ukraine "On Business Companies").

The conduct of the affairs of a complete society can be carried out either by the general consent of all participants, or by one or more of them, who act on behalf of the society. In the latter case, the scope of powers of the participants is determined by the memorandum of association and the order, which must be signed by the rest of the participants.

The participants who were entrusted with the conduct of the partnership's affairs are obliged to provide other participants, upon their request, with complete information about the actions carried out on behalf of and in the interests of the society. The participants of a full partnership shall not be entitled, on their own behalf and in their own interests, to conclude transactions that are homogeneous with the goals of the company, as well as to participate in any companies (except for joint stock companies) that have a goal of activity similar to that of the full company.

According to Part 2 of Article 119 of the Civil Code of Ukraine, a person can be a member of only one full partnership. Such a restriction on participation in a complete society is quite reasonable, since the participants in the partnership are engaged in joint entrepreneurial activities and bear joint additional (subsidiary) liability for the obligations of the society with all their property.

This means that each participant is responsible for the obligations of the company in addition to the property of the company with all of its property, which, in accordance with the legislation of Ukraine, can be foreclosed, regardless of the amount of its contribution to the full company and the amount of contributions of other participants. A participant in a full partnership shall be liable for the debts of the company, regardless of whether they arose after or before his entry into the company. A participant who has fully paid the debts of the company has the right to apply with a recourse claim to the rest of the participants, who are liable to him in proportion to their shares in the property of the company.

A member of a full company, which was created for an indefinite period, can leave the company at any time, notifying the other members of this no later than 3 months in advance. The withdrawal of a participant from a complete society, created for a certain period, is allowed only if there are valid reasons (moving to a permanent place of residence in another region or state, conscription for military service, etc.), provided that a warning about this was received no later than in 6 months.

The transfer by a participant of a full company of his share (part thereof) to other participants of such a company or to third parties can be carried out only with the consent of all participants. In this case, along with the transfer of a share (part of it) to a third party, a simultaneous transfer of the entire set of rights and obligations that belonged to a participant who left the company, or one that ceded part of his share is carried out.

The peculiarities of the legal status of the partnership must also include the lack of instructions in current legislation Of Ukraine for the compulsory formation of the constituted capital and its minimum amount, which is explained by the joint and several liability of participants in a full partnership for the obligations of the partnership with all their property... The name of a complete company must contain the names (names) of the participants (Article 2 of the Law of Ukraine "On Business Companies").

A limited company is a kind of hybrid and combines the features of a complete company from which it historically arose, and a limited liability company. Therefore, for some participants in such a company (full participants), the main elements of the partnership are, since such full participants carry out entrepreneurial activities on behalf of the company and bear additional joint and several liability for its obligations with all their property, which can be foreclosed in accordance with the law, and for other participants (depositors) - the main elements of the LLC are, since they do not take part in the management of affairs and are present in the activities of the company only by their contributions, and their liability for the obligations of the company is limited by the value of the contribution.

The legal status of a limited company is determined by the norms of Part 6 of Art. 80 of the Civil Code of Ukraine, Art. 133-139 of the Civil Code of Ukraine and Art. 67-74 of the Law "On Business Societies" creation and liquidation, no requirements for the minimum authorized capital society, etc.) Taking into account the peculiarities provided for in Articles 78-83 of the same Law (belonging directly to limited partners). Founding agreement of a limited company, in addition to the general requirements for the constituent documents of business entities (Article 4 of the Law "On Business Companies" and Article 88 of the Civil Code of Ukraine), as well as requirements for the founding agreement of a full partnership (Article 67 of the Law of Ukraine "On Business Companies" and Article 120 Civil Code of Ukraine), must contain information on the total amount of the shares of investors in the property of the company, as well as on the size, composition and procedure for making contributions by them.

Legal status of full participants in a limited company is similar to the above-described legal status of the participants in the partnership (part and article 135 of the Civil Code of Ukraine). Therefore, it seems appropriate to dwell on the features of participation depositors in a limited society.

Investors can join a limited company by making cash or material (property) contributions.

Investors can act on behalf of a limited company only if they have a power of attorney. Instead, they have the right to demand a priority return of the deposit (as opposed to full participants) in the event of the liquidation of the company, to demand that they be provided with annual reports and balances for verification.

The aggregate size of the shares of the contributors must not exceed 50% of the value of the authorized capital of the company specified in the memorandum of association. At the time of registration of a limited company, each of the contributors must make at least 25% of their contribution.

Management of the affairs of a limited company carried out by full participants only. If there is only one full participant in a limited company, then the management of the affairs of the company is carried out by this participant independently.

In addition to the general grounds for the termination of the activities of business entities (provided for by Article 91 of the Civil Code of Ukraine, Article 104 of the Civil Code of Ukraine and Article 19 of the Law of Ukraine "On Business Companies"), the limited company is also terminated in the event of the retirement of all full participants. In the event of the retirement of all the investors, the full participants have the right, instead of liquidating the limited company, to reorganize it into a general partnership.

 

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