“A business partnership can receive the status of subjects of small and average business” — Tatiana Tereshchenko’s comment for Delovoy Peterburg
Since December 1, the status of small and medium-sized businesses applies to business partnerships. How can this form of business organization be better than LLC?
Tatiana Tereshchenko, head of Analytical department of «Prime Advice»:
The main principle of business partnerships is the joint participation of general partners on the basis of unanimity and mutual responsibility. They establish a partnership through the conclusion of a relevant agreement, conduct business on behalf of a legal entity and bear subsidiary unlimited liability for all its obligations. Thus companions can participate in civil turnover both independently, and on behalf of partnership, using its firm name.
This approach leads to the actual inability to separate the "personality", property and responsibility of the legal entity from the "personality", property and responsibility of his comrades. Therefore, such a legal structure remains unclaimed. The idea of increasing confidence in the activities of a legal entity due to the actual personal responsibility of the participants is unpopular, in contrast to the concept of separate property liability adopted in LLC. Currently, 3.4 million limited liability companies and only 501 partnerships are registered in Russia.
In addition, in the business partnership there is essentially no head and other management bodies, nor the charter. The general rule is joint administration on the basis of unanimity. If the comrades do not agree on the management plan and the conditions of interaction, conflicts are inevitable.
Each of them is a representative of a legal entity, acts without a power of attorney and has the right to make decisions. The downside is, obviously, the lack of internal control over each other's actions. In conditions where as a result of the actions of any participant a simple partnership acquires various duties, the risk of vicarious liability for all debts of a legal entity is significantly increased. There are many other nuances.
The extension of the status of small and medium-sized businesses to business partnerships is hardly of serious practical importance. It's easier to be an individual entrepreneur.