Corporate law. Liquidation of a general partnership (most important)

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Corporate law. Liquidation of a general partnership (most important)

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45. Liquidation of a general partnership

Liquidation is the basis for the termination of the activities of a legal entity, including a general partnership. The liquidation of a full partnership entails the termination of the legal capacity of the full partnership, the loss of the rights of the full partnership and the termination of partnership relations between its participants.

Termination of a full partnership is possible not only through its liquidation. A general partnership may be terminated or transformed as a result of other procedures, for example, by merging, joining, separating, dividing a general partnership. Common to all these types of transformation is that as a result of their production, succession relations appear between newly created and previously existing organizations. The liquidation of a general partnership is the termination of a general partnership, which does not imply the emergence of succession relations. The liquidation of a full partnership is carried out on various grounds, provided that the further existence of a full partnership is impossible or inappropriate.

The liquidation of a general partnership is possible both voluntarily and involuntarily.

A general partnership is liquidated on the general grounds for the liquidation of legal entities specified in Art. 61 of the Civil Code of the Russian Federation, according to which a legal entity may be liquidated:

1) by decision of its founders (participants), including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created;

2) by a court decision in the event of gross violations of the law committed during its creation, if these violations are irreparable, or carrying out activities without proper permission (license), or activities prohibited by law, or with other repeated or gross violations of the law or other legal acts , or when a public or religious organization (association), charitable or other foundation systematically carries out activities that contradict its statutory goals, as well as in other cases provided for by the Civil Code of the Russian Federation. A demand for the liquidation of a legal entity may be presented to the court by a state body or local government body, which is granted the right to make such a demand by law.

By a court decision on the liquidation of a full partnership, its founders (participants) or the body authorized to liquidate a legal entity by its constituent documents may be assigned the obligation to carry out the liquidation of a full partnership.

A general partnership is also liquidated in accordance with Art. 65 of the Civil Code of the Russian Federation due to its recognition as insolvent (bankrupt).

A general partnership shall also be liquidated if only one participant remains in the partnership.

Author: Sazykin A.V.

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