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of December 3, 2011 No. 380-FZ

About economic partnership

(as amended of the Federal Law of the Russian Federation of 23.07.2013 No. 251-FZ)

Accepted by the State Duma on November 21, 2011

Approved by the Federation Council on November 29, 2011

Chapter 1. General provisions

Article 1. The relations regulated by this Federal Law

This Federal Law determines legal status of economic partnership, the right and obligation of his participants, procedure for its creation, reorganization and liquidation according to the Civil code of the Russian Federation.

Article 2. Basic provisions about economic partnership

1. Economic partnership (further - partnership) the commercial organization created by two or more persons in which management of activities according to this Federal Law participants of partnership, and also other persons take part in limits and in amount which are provided by the management agreement partnership is recognized.

2. Participants of partnership do not answer for obligations partnership and bear risk of the losses connected with partnership activities, within the amounts of the contributions made by them.

3. Partnership can have the civil laws and perform the civil duties necessary for implementation of the any kinds of activities which are not forbidden by the Federal Laws if it does not contradict subject and the purposes of activities, definitely limited charter of partnership and the management agreement partnership.

4. Partnership has no right to perform bond emission and other issued securities.

5. Partnership has no right to place advertizing of the activities.

6. Partnership is considered created as the legal entity from the moment of its state registration according to the procedure, No. 129-FZ established by the Federal Law of August 8, 2001 "About state registration of legal entities and individual entrepreneurs".

7. Partnership cannot be the founder (participant) of other legal entities, except for the unions and associations.

8. The trade name of partnership shall contain its name and the words "economic partnership".

9. Standard rates of sufficiency of own means of the partnership performing certain types of activity can be established by the government of the Russian Federation.

Article 3. Responsibility of partnership

1. Partnership bears responsibility according to the obligations all property belonging to it.

2. Partnership does not answer for obligations the participants.

3. Articles of partnership with creditors - subjects of business activity may contain conditions about complete or partial discharge of partnership before such creditors in case of approach of the conditions specified in the agreement from which there were corresponding obligations.

4. If in case of absence or insufficiency from partnership of property the satisfaction of obligations of partnership requires the address of collection on the exclusive rights belonging to partnership on results of intellectual activities, obligations of partnership to his creditors can be fully or partially fulfilled on behalf of partnership by one participant of partnership, several participants of partnership or all participants of partnership. Execution by one participant of partnership or several of the participants of partnership specified in this part of obligations of partnership to his creditors requires the consent of all participants of partnership, and in the cases provided by the management agreement partnership, also the consent of other persons. Participants of partnership notify in writing the creditor of partnership on the intention to fulfill on behalf of partnership its obligations to such creditor no later than three days before date of approach of completion date of the corresponding obligation of partnership. The creditor of partnership has no right to refuse execution by the participant of partnership, participants of partnership of obligations of partnership according to the rules established by this part. The procedure and conditions of execution by participants of partnership of obligations of partnership are determined by the agreement between the creditor and the participant of partnership performing execution of these obligations on behalf of partnership. The either party has the right to submit the vessels which arose in case of not achievement of such agreement of disagreement. In this case the procedure and conditions of execution by participants of partnership of obligations of partnership are determined according to the judgment. To the introduction in legal force of the judgment about determination of procedure and conditions of execution by participants of partnership of obligations of partnership collection on the exclusive rights belonging to partnership on results of intellectual activities does not address. In case of delay or evasion of the creditor from acceptance of the execution established under the agreement or by a court decision if it is expressed in payment of sum of money or in transfer of securities, the participants of partnership performing the execution having the right to fulfill the obligation entering of debt into the deposit. The participants of partnership who fulfilled obligations of partnership according to this Article have the right of the recourse requirement to partnership in the amount of the met requirement. In case of partnership liquidation, including in case of bankruptcy, person or persons who performed execution of the obligations specified in this part on behalf of partnership have the right to exclusive rights, preferential before other participants of partnership, to results of intellectual activities at the expense of property of the partnership which remained after satisfaction of requirements of his creditors.

Article 4. Participants of partnership

1. Citizens and (or) legal entities can be participants of partnership. Participation of separate categories of citizens or legal entities in partnership can be forbidden or limited to the Federal Law.

2. Partnership cannot be founded by one person. Partnership cannot become partnership with one participant subsequently. If the number of participants of partnership decreases to one participant, partnership is subject to reorganization according to this Federal Law or liquidations judicially upon the demand of interested persons, or the body performing state registration of legal entities, or other state bodies to which the right to presentation of such requirement is granted by the Federal Law.


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