Корпоративное право. Управление в полном товариществе (самое важное)

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Корпоративное право. Управление в полном товариществе (самое важное)

Lecture notes, cheat sheets

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43. Management in a general partnership

Russian civil legislation proceeds from the principle of equality of full partners. In accordance with the Civil Code of the Russian Federation, they are vested with equal rights in relation to the property and management of the affairs of the partnership.

As a general rule, each participant in a general partnership has one vote. However, this norm is dispositive and the memorandum of association may provide for a different procedure for determining the number of votes of its participants.

Each participant in the partnership, regardless of whether he is authorized to conduct business of the partnership, has the right to get acquainted with all the documentation on the conduct of business.

The waiver of this right or its restriction, including by agreement of the participants in the partnership, is void.

There are 3 possible procedures for conducting business of a general partnership:

1) in accordance with the general rule established by the Civil Code of the Russian Federation (all participants in a general partnership conduct the affairs of the partnership and each of them has the right to act on behalf of the partnership);

2) in accordance with the dispositive norm of the Civil Code of the Russian Federation, which allows general partners to independently determine the procedure for conducting affairs of a general partnership in accordance with the memorandum of association;

3) if the general partners at the conclusion of the memorandum of association are not satisfied with the procedure for conducting affairs of a general partnership, determined by the Civil Code of the Russian Federation, they have the right to provide for a different procedure for conducting business, in particular, they may provide for the possibility of conducting affairs of a general partnership in the following forms:

a) the conduct of business by all participants in a general partnership jointly;

b) entrust the management of the affairs of the general partnership to individual participants in the general partnership.

In case of joint conduct of partnership affairs by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

The determination of the powers of general partners is primarily aimed at regulating legal relations between such partners. In relations with third parties, the partnership is not entitled to refer to the provisions of the memorandum of association that limit the powers of the participants in the partnership, unless the partnership proves that the third party knew or should have known at the time of the transaction that the participant in the partnership did not have the right to act on behalf of the partnership .

The powers of individual participants in a general partnership are not absolute and may be subject to change, however, such a change must have sufficiently good reasons, since it is necessary to adhere to the stability of the legal status of the general partnership and its members. The powers to conduct the affairs of the partnership, granted to one or more participants, may be terminated by the court at the request of one or more other participants in the partnership if there are serious grounds for this, in particular as a result of a gross violation by the authorized person (persons) of his duties or his inability to reasonably manage affairs. On the basis of a court decision, the necessary amendments are made to the founding agreement of the partnership.

Author: Sazykin A.V.

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