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  • Partnership en commandite
    Partnership en commandite (trust partnership) contrasts with general partnership in that there are
    both general partners and deposit partners (limited partner) who bear the risk of loss in
    connection with partnership activity in accordance with the amount of contributed deposits.
    The main principles of establishment and processing are the same as in general partnership: it
    covers the reserve capital and the status of general partners. The Civil Code of the Russian
    Federation institutes a ban for being a general partner more than one partnership en commadite
    or general partnership. The Agreement of Incorporation is signed by general partners and
    contains the same data as in general partnership as well as the data on the total amount of the
    deposits of limited partners. The management procedure is as in general partnership. Limited
    partners have no right to interfere in general partners’ actions concerning the management and
    conducting of business of the partnership although they can act on behalf of the partnership per
    the power of attorney.
    The only responsibility of a limited partner is to contribute his/her deposit in to the reserve
    capital. It secures him/her the right to get a share of profits in accordance with the equity stake in
    the reserve capital as well as to get access to annual accounts and balance sheets. Limited
    partners have practically unlimited right to leave the partnership and to get the equity interest.
    They can transfer their shares in the reserve capital or its part to another limited partner or to the
    third party regardless of other partners’ consent, provided that partners have priority right to buy
    them. In case of dissolution of the partnership limited partners get their deposits from the
    property left after meeting the creditors’ requirements on a first-priority basis (general partners
    participate in division of property left after this division between limited partners proportionally
    with their shares in the reserve capital on equal terms with depositors).
    The dissolution of the partnership can be on all the grounds of dissolution of a general
    partnership (however in this case remaining of at least one general partner and one depositor
    provides a sufficient condition for continuation of business activity). An additional ground is
    leaving all the depositors (in this case it is possible to transform a partnership en commadite into
    a general one).
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