Memorandum of association for the creation of a general partnership. Sample memorandum of association for the creation of a general partnership. Drawing up the memorandum of association

Approved

General meeting of founders

Protocol N [enter as required]

from [day, month, year]

Memorandum of association for a general partnership

2. [Full name and information about state registration - for individual entrepreneurs; full name and information about state registration for legal entities],

hereinafter referred to as “Participants”, “General Partners”, have entered into this agreement as follows:

1. The Subject of the Agreement

1.1. The participants agreed to form a general partnership.

1.2. General partners engage in business activities on behalf of the Partnership and are liable for its obligations with the property belonging to them.

1.3. Company name:

General partnership "[Enter as required]".

1.4. Determine the location of the general partnership: [ the exact postal address is indicated].

1.5. Property created from the contributions of the Participants, as well as produced and acquired by the Full Partnership in the course of its activities, belongs to it by right of ownership.

1.6. A general partnership is created without a limitation on its validity period.

2. Share capital of the Full Partnership

2.1. The size of the share capital of the General Partnership is [ amount in numbers and words] rubles.

2.2. The share capital of the General Partnership consists of the nominal value of the contributions of the Participants:

2.2.1. Deposit amount [

Nominal value of the share [ Full name or name of the participant] is [ amount in numbers and words] rubles.

2.2.2. Deposit amount [ Full name or name of the participant] in the share capital of the Partnership is [value] % of the share capital.

Nominal value of the share [ Full name or name of the participant] is [ amount in numbers and words] rubles.

2.3. A participant in a General Partnership is obliged to make at least half of his contribution to the share capital of the Partnership before its state registration. The rest of the contribution must be made by the Participant within [specify deadline].

2.4. If the obligation specified in clause 2.3 of this Foundation Agreement is not fulfilled, the Participant is obliged to pay the Partnership ten percent per annum on the unpaid portion of the contribution and compensate for the losses caused.

3. Management and conduct of business in the General Partnership

3.1. Management of the activities of the Full Partnership is carried out by general agreement of all Participants.

3.2. Each Participant of the General Partnership has one vote when making decisions.

3.3. All Participants of the Partnership conduct business jointly. To complete each transaction, the consent of all Participants of the Partnership is required.

4. Rights and obligations of the participants of the General Partnership

4.1. A participant in a General Partnership is obliged to participate in its activities in accordance with the terms

4.2. A Participant of the General Partnership does not have the right, without the consent of the other Participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the Partnership’s activities.

4.3. In case of violation of the rule provided for in paragraph 4.2 of this Foundation Agreement, the Partnership has the right, at its choice, to demand from such Participant compensation for losses caused or the transfer to the Partnership of all benefits acquired under such transactions.

4.5. Each Participant of the Partnership has the right to get acquainted with all documentation on the conduct of business. Waiver or limitation of this right is void.

4.6. Participants of the General Partnership have the right to demand in court the exclusion of any of the Participants from the Partnership by unanimous decision of the remaining Participants and if there are serious grounds for this, in particular, due to a gross violation of his duties by this participant or his revealed inability to conduct business wisely.

5. Distribution of profits and losses of the General Partnership

5.1. Profits and losses of the General Partnership are distributed among the Participants in proportion to their shares in the share capital.

5.2. If, as a result of losses incurred by the Partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the Partnership is not distributed among the Participants until the value of its net assets exceeds the size of the share capital.

6. Responsibility of the participants of the General Partnership for its obligations

6.1. The participants of the Full Partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

6.2. A Participant of the General Partnership, who is not its founder, is liable equally with other Participants for obligations that arose before his entry into the Partnership.

6.3. A participant who has left the Partnership is liable for the obligations of the Partnership that arose before the moment of his departure, on an equal basis with the remaining Participants for two years from the date of approval of the report on the activities of the Partnership for the year in which he left the Partnership.

7. Change in the composition of the Participants of the General Partnership

7.1. In cases of withdrawal or death of any of the Participants of the General Partnership, recognition of one of them as missing, incapacitated or partially incapacitated or insolvent (bankrupt), opening of reorganization procedures in relation to one of the Participants by a court decision, liquidation of a legal entity participating in the Partnership or appeal If a creditor of one of the Participants recovers a portion of the property corresponding to his share in the share capital, the Partnership may continue its activities.

8. Withdrawal of a Participant from the General Partnership

8.1. A participant in a General Partnership has the right to leave it by declaring his refusal to participate in the Partnership.

8.2. Refusal to participate in the General Partnership must be declared by the Participant at least six months before the actual withdrawal from the Partnership.

8.3. A Participant who has left the General Partnership is paid the value of a part of the Partnership’s property corresponding to the Participant’s share in the share capital.

By agreement of the retiring Participant with the remaining Participants, payment of the cost of property may be replaced by the delivery of property in kind.

8.4. In the event of the death of a Participant of the General Partnership, his heir may join the Full Partnership only with the consent of the other Participants.

8.5. A legal entity that is a legal successor of a reorganized legal entity participating in the Full Partnership has the right to join the Partnership with the consent of its other Participants.

8.6. The heir (legal successor) who has not joined the Partnership is paid the value of the part of the Partnership’s property corresponding to the share of the deceased (reorganized) Participant in the share capital.

8.7. The heir (legal successor) of the Participant of the Full Partnership is liable for the obligations of the Partnership to third parties, for which, in accordance with clause 6.2 of this Foundation Agreement, the retired Participant would be responsible, within the limits of the property of the retired Participant of the Partnership transferred to him.

8.8. If one of the Participants leaves the Partnership, the shares of the remaining Participants in the share capital of the Partnership increase accordingly.

9. Transfer of the Participant’s share in the share capital of the Full Partnership

9.1. A Participant of the General Partnership has the right, with the consent of its other Participants, to transfer his share in the share capital or part thereof to another Participant of the Partnership or a third party.

9.2. When transferring a share (part of a share) to another person, the rights that belonged to the Participant who transferred the share (part of the share) are transferred to him in full or in the corresponding part. The person to whom the share (part of the share) is transferred is liable for the obligations of the Partnership in the manner established by clause 6.2 of this Memorandum of Association.

9.3. The transfer of the entire share to another person by the Participant of the Partnership terminates his participation in the Partnership and entails the consequences provided for in clause 6.2 of this Memorandum of Association.

10. Liquidation of the General Partnership

10.1. A general partnership is liquidated on the general grounds provided for by the Civil Code of the Russian Federation for the liquidation of legal entities, as well as in the case when the only Participant remains in the Partnership.

10.2. The participant has the right, within six months from the moment he became the sole participant of the Partnership, to transform the Partnership into a business company in the manner established by the Civil Code, open this document right now or request it via the Hotline in the system.

Citizens:

passport (series, number, issued), residing at ;
, passport (series, number, issued), residing at ;

as well as in a person acting on the basis of guided by Art. 52, 70 of the Civil Code of the Russian Federation, other acts of current legislation, have entered into this agreement as follows:

In order to more fully meet the needs of the population and the national economy for high-quality products (goods, works, services), create additional jobs, effectively use the economic potential, knowledge, experience and qualifications of the parties, citizens and legal entities mentioned in the preamble to this agreement , create a General Partnership (hereinafter referred to as “PT”) to carry out joint entrepreneurial activities on behalf of the partnership in the area: .
Brand name PT "". Abbreviated name PT ""
The location of the PT is .
Any changes to this agreement, as well as the annexes to it, which are an integral part of it, are made by agreement of the parties, in accordance with current legislation.
To carry out the activities mentioned in clause 1 of this agreement, the parties transfer to the PT the property, which is their contribution, to the share capital owned by the PT on the right of ownership. The participant of the PT is obliged to make his contribution to the share capital no later than the year, % of the contribution is made before the registration of the PT. The size of the share capital PT rubles. If the deadline for making a deposit is violated, the PT participant is obliged to pay a fine to the PT in the amount of % of the unpaid deposit amount.
The contribution to the property of the PT mentioned in clause 5 of this agreement is: . The share of the contribution in the share capital is %.
The contribution of citizens, participants of the PT in the share capital of the PT, mentioned in clause 5 of this agreement, are:
- Citizen His share in the share capital of the SOE is: %.
All participants of the PT bear subsidiary joint liability for the obligations of the PT with all their property.
In addition to the contributions of participants in the joint capital of the PT, the property of the PT is formed from the income received, as well as any other legal sources of income.
In order to perform the work mentioned in clause 1 of this agreement, the following is obligated:
- Enter the general affairs of the participants on the basis of properly executed powers of attorney issued by other participants.
- Provide the PT with premises, communications equipment, office equipment, and other property mentioned in clause 6.
- If necessary, open bank accounts for PT in accordance with the established procedure.
- Ensure the convening and holding of a meeting of participants within the time limits mentioned in clause 21. Presents a report to the next meeting of participants on the work done to conduct the general affairs of the PT.
Citizens participating in the PT, in order to carry out the activities of the PT, mentioned in clause 1 of this Agreement, undertake, on behalf of the PT, to carry out the work mentioned in the annex to this Agreement, which is an integral part of it.
Participants of the PT must make additional contributions to the share capital of the PT no later than 30 days after the decision by the Supervisory Board on this is made in the amounts determined by this decision.
The profit of a PT before distribution between the participants of a PT is not subject to taxation.
After deducting the amounts necessary to reimburse the general expenses of the PT, as well as for conducting general business and other expenses, the profit of the PT is subject to distribution among its participants as follows: .
Profits are subject to distribution. After receiving their share of the profit, each participant pays taxes in the manner prescribed by current legislation.
After early withdrawal from the membership of the PT, the participant is returned his share in the property of the PT, as well as a share in the profit of the PT to be transferred to this participant no later than months.
This agreement comes into force from the moment of conclusion and is valid until "" year
Any of the participants is obliged to inform the other participants and the management of the PT about early withdrawal from this agreement no later than days before withdrawal from the agreement.
For non-fulfillment or improper fulfillment of its obligations under this agreement, the guilty participant shall compensate other PT participants for the losses caused to them by such non-fulfillment. For failure to fulfill obligations under this agreement, a participant may also be expelled from the PT at a meeting of participants.
PT is a legal entity. It has the right, in accordance with the established procedure, to open accounts in banking institutions, to have a seal, forms and stamps for its names.
The highest governing body of the PT is the Meeting of Participants (MA). It is convened as needed, but at least once a month. The meeting is chaired by one of the participants, elected Chairman of the Management Committee.
The SU resolves all issues related to the activities of the PT. Its exclusive competence includes:
- approval of the conclusion and termination of transactions in an amount exceeding rubles, concluded on behalf of the PT, by a participant conducting general affairs;
- admission of new members to the PT;
- resolving issues regarding the participant’s withdrawal from the PT;
- making a decision to terminate the activities of the PT;
- changing the order of distribution of PT profits;
- amendment of this Agreement;
- approval of the next report of the PT participant conducting general affairs;
- making a decision to increase contributions to PT property.
Each meeting participant has one vote. Decisions of the Supervisory Board are made by open voting by a unanimous vote of all PT participants. The functions of the PT administration are voluntarily assigned by the PT participants to the administration of the PT participant, whose head is the director of the PT.
The director of the PT decides on all issues related to the activities of the PT, except those that fall within the exclusive competence of the SU.
The director has the right to carry out all actions on behalf of the PT, as well as on behalf of the participants of the PT (under the power of attorney issued by them), represent the interests of the PT to third parties, enter into contracts, dispose of the property of the PT, open bank accounts, hire and fire employees, issue orders and give instructions, mandatory for all employees of the PT apparatus, to resolve other PT issues referred by law to the powers of the head of the enterprise.
An audit of the activities of the PT, its directorate and structural divisions is carried out by PT participants, both directly and with the help of invited specialized organizations and individual citizens.
State control over the activities of PT is carried out in accordance with the law.
The activity of the PT ceases:
- by decision of the PT participants;
- by decision of the court and arbitration court in cases provided for by law;
- if the PT is declared bankrupt;
- on other grounds provided for by current legislation.
When liquidating a PT, the participants form a liquidation commission. It evaluates the PT’s property, identifies its debtors and creditors, settles accounts with them, draws up a liquidation balance sheet and submits it for approval by the participants, and performs other functions provided for by current legislation.
The property remaining after satisfaction of creditors' claims and other payments is distributed among the PT participants in accordance with this Agreement.
Other terms of the agreement.
In all other respects, the parties are guided by the legislation in force in the territory of the Russian Federation.
This agreement has been drawn up in original copies, all of which are equally valid. The agreement is registered in .

We, the undersigned (individual entrepreneurs and (or) commercial organizations), hereinafter referred to as “participants” or “comrades”, have agreed as follows:

1. General Provisions

1.1. In order to combine efforts, financial and material resources for joint business activities, create a general partnership _______________________________________________________________. (name of the partnership)

1.2. The subject of the partnership's activities is: ____________________________.

1.3. The partnership is a legal entity, has separate property, has an independent balance sheet, settlement and other accounts in credit institutions, a seal with the name, stamps, forms and other details.

1.4. Location of the partnership: ____________________________.

2. Partnership property

2.1. The property of the partnership consists of material assets and financial resources that are on its balance sheet and are the property of the partnership.

2.2. The sources of formation of the partnership’s property are:

Personal contributions of participants;

Income from production and economic activities;

Other income.

2.3. To ensure the activities of the partnership, a pooled capital in the amount of ________ (rub.) is formed from the contributions of the participants.

2.4. Participating in the formation of capital are: _________________________ contributes _________________________, etc.

The shares of the participants are equal (or another percentage) and amount to ___________ (rub.) in monetary terms.

2.5. Participants are required to make their contributions no later than __________ after registration of the partnership by transferring money to the current account of the partnership.

2.6. In case of delay in making a deposit, the risk of its accidental destruction rests with the participant who is late in making the deposit.

2.7. The assessment of the contribution in monetary terms is made by agreement of the participants.

2.8. If necessary, the partners may decide to make additional contributions to the partnership property. In this case, appropriate changes are made to this agreement in accordance with the established procedure.

2.9. Additional contributions by a participant to the property of the partnership increase the initial size of his share in the authorized capital.

2.10. Contributions of participants and all property acquired by the partnership at its own expense are the property of the partnership.

2.11. Property transferred to a partnership for temporary use is the property of the transferor, who has (or does not have) the right to receive remuneration for the use of his property; the risk of accidental destruction of the said property lies with the owner (by agreement of the participants, it is assigned to the partnership).

3. Profit distribution procedure

3.1. Profits from the activities of the partnership are directed to _____________ __________________________________________________________________________. (development and expansion of production and other goals at the discretion of the participants)

3.2. The directions for spending profits, as well as the size and procedure for the formation of the corresponding funds, are determined by agreement of the participants (unanimously, by a majority vote of the comrades, or in another manner).

3.3. Part of the partnership’s profit (monthly, annually, etc.) is distributed among the participants (equally, in proportion to contributions, or in another manner).

The amount of profit allocated for personal consumption of comrades is determined by agreement between them.

3.4. From the profits to be divided between the participants, interest in the amount of _______% is first accrued on the contribution of each participant to the property of the partnership.

After deducting the specified interest charges, the remaining amount of profit distributed between the participants is subject to division equally among all participants.

3.5. If all the profit received by the partnership is spent on paying dividends, the question of further distribution of profits disappears.

3.6. If the total amount of profit is below the amount necessary to pay the participants the interest accruals due to them, their amount is reduced accordingly.

3.7. If the size of the authorized capital of the partnership has decreased as a result of losses incurred by the partnership, the participants do not have the right to demand the payment of their share of profits until its value is restored to the original size determined in this agreement.

Participants have the right, by making changes to this agreement in the prescribed manner, to reduce the size of the authorized capital to the actual size and after that receive the profit due to them.

4. Liability of the partnership for obligations

4.1. The partnership is liable for its obligations with all its property.

4.2. If the property of the partnership is not enough to cover its debts, the general partners generally bear subsidiary liability with their property for the obligations of the partnership.

4.3. The partnership is not liable for the participants’ own debts.

5. Management of partnership affairs

5.1. Regulation of internal relations in the partnership.

5.1.1. Conducting the affairs of the partnership is carried out with the general consent of all partners (by a majority vote).

5.1.2. By agreement of all comrades, the following issues should be resolved: _____________________________________.

5.1.3. To resolve each individual issue, the unanimity of all comrades is required. If there are objections from at least one comrade, the decision is not made.

5.2. Representation of the partnership.

5.2.1. Each participant in a general partnership (full partner) has the right to resolve all issues of the partnership’s activities, with the exception of those that are resolved by agreement of all partners.

5.2.2. Each general partner has the right, without a power of attorney, to act on behalf of the partnership, represent its interests in relations with third parties, dispose of its property, enter into contracts, including labor contracts, issue powers of attorney, and give mandatory instructions to the hired employees of the partnership.

5.2.3. An objection by one of the general partners to the sole order or action of another partner is sufficient to suspend it.

The partner, against whose actions an objection has been raised, is obliged to suspend his actions under the threat of liability for violation of the constituent agreement.

If such an objection was raised by a partner without sufficient grounds, as a result of which the suspension of the necessary actions entailed unfavorable consequences for the partnership, the partnership has the right to bring a claim for damages against the partner who made the unfounded objection.

5.3. Management of partnership affairs.

5.3.1. Management of the current affairs of the partnership is entrusted to __________________________________________________________________________. (last name, first name, patronymic of one or more participants of the partnership)

5.3.2. The authority to conduct the affairs of the partnership is formalized by a power of attorney signed by all participants and defining the scope of the rights and obligations of each authorized person.

5.3.3. Participants authorized to conduct the affairs of the partnership have the right to resolve all issues related to the activities of the partnership, with the exception of those that must be resolved by agreement between all participants.

5.3.4. With the appointment of participants as authorized to conduct the affairs of the partnership, the remaining participants are removed from conducting the current affairs of the partnership.

5.3.5. A participant authorized to conduct the affairs of the partnership does not have the right to refuse to perform his duties without good reason.

5.3.6. If there are good reasons, the authorized person may refuse to manage the affairs of the partnership, warning the other participants about this no later than _____ (months). In this case, by agreement of the participants, the right to conduct the affairs of the partnership is transferred to another participant.

5.3.7. If there are good reasons, the authorized person may be removed from managing the affairs of the partnership on the basis of a decision unanimously adopted by all participants of the partnership.

5.4. A transaction made on behalf of the partnership by any of the participants without proper authority is considered to be made by him in his own name, unless it is subsequently approved by the partnership. Otherwise, the participant who concluded it is considered responsible for such a transaction.

6. Rights and obligations of partnership participants

6.1. Each participant in the partnership has the right:

Participate in the management of the affairs of the partnership in accordance with this agreement;

Receive remuneration for your work in the interests of the partnership;

Receive a share of the profits from the activities of the partnership;

At any time, personally familiarize yourself with the state of affairs of the partnership, accounting data, reporting and other documentation;

Receive information about the activities of the partnership and the state of its property;

As a matter of priority, purchase the products produced by the partnership and use its services;

At any time, refuse to participate in the partnership in the manner provided for in this agreement, etc.

6.2. A participant who has committed any actions in the interests of the partnership without proper authority has the right to reimbursement of expenses incurred by him from his own funds in this case.

The decision to reimburse expenses incurred is made by agreement of all participants (unanimously or by majority vote).

6.3. Participants in a general partnership are obliged to:

Comply with the provisions of this agreement;

Provide the partnership with the information necessary to resolve issues related to its activities;

Maintain trade secrets, etc.

6.4. General partners do not have the right to be a member of other partnerships as a general partner.

Participants must immediately notify the other participants of the partnership about their participation as investors in a limited partnership or in a limited (additional) liability company.

7. Liability for breach of contract

7.1. In case of violation of the contract, the guilty participant may be held liable in the form of compensation for losses caused to the partnership.

7.2. Damage caused to the partnership through the fault of its participant is compensated by it in full (or another amount established by agreement of the participants) according to a decision made by the remaining participants (unanimously or by a majority vote).

7.3. The amounts to be contributed by the participant to compensate for the damage caused by him are deposited into the current account of the partnership no later than __________ from the date of adoption of the relevant decision.

7.4. If a participant refuses to compensate for the losses caused by him or is delayed in fulfilling this obligation, the amount of profit due to this participant is subject to reduction by the amount of damage or the specified amounts may be recovered in court.

7.5. If a lawsuit is filed against any of the participants, the burden of proving the participant’s guilt in violating the partnership agreement, as well as the existence and amount of damages, rests with the plaintiff(s).

7.6. For repeated gross violations of the contract, the guilty participant may be expelled from the partnership based on a decision unanimously adopted by the remaining participants.

7.7. Participants have the right to appeal the decision of other participants on his exclusion from the partnership in court. The burden of proving the legality of the exclusion rests with the participants who made the decision.

8. The procedure for leaving the partnership and accepting new participants

8.1. The withdrawal of a participant from the partnership is carried out by submitting a written application to each participant in the partnership.

8.2. A participant’s refusal to participate in a perpetual partnership must be declared no less than ____ months before his actual withdrawal. Early withdrawal from participation in a partnership established for a certain period is permitted only if there are good reasons.

8.3. The decision to withdraw a participant from the partnership is made by all participants of the partnership (unanimously or by a majority vote).

8.4. The date the participants make a decision to withdraw (exclude) a given person from the partnership is considered the day the participant withdraws.

8.5. When a participant leaves the partnership, he is paid the value of his contribution to the property of the partnership, proportional to this contribution, as well as the share of profit due to this partner in accordance with the balance drawn up on the day of withdrawal.

Payment of these amounts is made after drawing up the balance sheet of the partnership for the year in which the participant left the partnership, and within 12 months from the date of withdrawal.

8.6. At the request of the retiring participant and with the consent of the remaining participants, the share due to him in the property of the partnership may be returned in whole or in part in kind.

8.7. If, as a result of losses incurred, the balance of the partnership turns out to be negative, the general partner leaving the partnership must, no later than __________ (days, months), deposit into the current account of the partnership an amount equal to the amount of losses attributable to his share.

8.8. Property transferred for the use of the partnership is returned to the participant with payment of remuneration for the use of his property (or without it).

8.9. The death (liquidation or reorganization) of one of the participants does not terminate (terminate) the activities of the partnership.

8.10. The heirs (legal successors) of a deceased (reorganized) participant have the right to join the partnership only with the consent of all participants in the partnership. In the absence of such consent or if the heir (legal successor) refuses to participate in the partnership, he is paid the amounts that would be due to the deceased (reorganized) participant in the event of his withdrawal from the partnership.

8.11. If, after the expiration of the established period, the partnership does not pay the participant or his heir the amounts due to him (does not return the property due), he has the right to apply to the court with a claim for their forced collection.

8.12. If at the time of the death (reorganization) of one of the participants the balance of the partnership turns out to be negative, the heirs of the deceased (successors of the reorganized) general partner are liable for the debts of the partnership within the limits of the share of the loss attributable to this participant in the manner prescribed by civil law.

8.13. Admission of new participants to the partnership is carried out only with the general consent of all participants. If there are objections from at least one participant, a new participant will not be accepted into the partnership.

8.14. In cases where new participants are admitted to the partnership, they become full participants in the partnership after signing this agreement, which in this case is subject to change in the prescribed manner (renegotiated).

8.15. A new participant admitted to the partnership as a general partner bears subsidiary liability only for those obligations of the partnership that arose after his entry into the partnership (by agreement of the participants, a different rule may be established).

8.16. A change in the composition of the partnership participants entails a change (re-conclusion) of the constituent agreement.

9. Procedure for reorganization and liquidation of the partnership

9.1. The partnership may be reorganized (by merger, accession, division, spin-off, transformation) or liquidated by decision of all its participants, as well as on other grounds provided for by law or agreement.

9.2. Liquidation of partnership affairs occurs in the following cases:

Withdrawal of one of the participants (exclusion, death, as well as reorganization or liquidation if the participant is a legal entity);

Declaring any of the participants incompetent or insolvent;

Claims of a creditor who has foreclosed on the property of one of the participants;

Expiration of the period for which the partnership was established;

Early refusal of a participant to participate in the partnership;

Inability to achieve the goals of the partnership, etc.

9.3. If, upon the occurrence of these circumstances, at least two full partners remain in the partnership, they may decide to continue the affairs of the partnership.

In this case, the partnership is subject to dissolution (reorganization), and the constituent agreement is renegotiated.

9.4. The liquidation of the affairs of the partnership is carried out by the participants themselves, and in cases of liquidation of the partnership by a decision of a court or arbitration court - by a commission appointed by these bodies.

9.5. When liquidating the affairs of a partnership, its undisputed debts must be satisfied first, and disputed ones are secured at the expense of the property of the partnership up to its division among the participants.

9.6. The property transferred by the participants for the use of the partnership is returned to them in kind (with or without payment of remuneration for the use of the property).

9.7. If the property and funds of the partnership are not enough to satisfy its undisputed debts and secure its disputed ones, the missing amount must be made up by the general partners in the amount of each of them’s share of the loss.

If one of the participants turns out to be insolvent, then his share of the losses is distributed among the remaining participants, who have the right of recourse to the insolvent participants.

9.8. The capital of the partnership remaining after satisfaction of the creditors' claims is subject to division among all partners (equally or in another ratio by agreement of the partners).

9.9. The liquidation is considered completed, and the partnership is considered to have ceased its activities from the moment an entry about this is made in the state register.

10. Validity period, procedure for changing and terminating the contract

10.1. The agreement comes into force from the moment it is signed by all partners and notarized in the prescribed manner.

10.2. The validity period of the contract is not established (set until ____________).

10.3. This agreement may be amended or supplemented by agreement of the partnership participants (unanimously or by a majority vote).

10.4. The agreement is terminated in cases and in the manner established by the agreement of the participants of the partnership and the current legislation.

Termination of the agreement entails the liquidation of the partnership.

10.5. Disputes arising during the conclusion, amendment, termination, as well as in the process of execution of this agreement, are considered by a court or arbitration court in accordance with the law.

Founders' signatures

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MEMORANDUM OF ASSOCIATION
Full partnership "Ivan Ivanovich Ivanov and company"


"___"______________200__	Saint Petersburg

We, the parties to this agreement:

- individual entrepreneur Ivanov Ivan Ivanovich, OGRNIP _____, registration certificate N___, issued (by whom and when), passport (indicate the series, number, by whom and when issued), registered and residing at the address: ___________________,

- a legal entity of the Russian Federation (indicate the organizational and legal form and full name of the person, location, main state registration number, date of registration, registration authority, N of the registration certificate), represented by the General Director ____________________, acting on the basis of the Charter,

- a legal entity of the Russian Federation (indicate the organizational and legal form and full name of the person, location, main state registration number, date of registration, registration authority, registration certificate N), represented by the General Director ____________________, acting on the basis of the Charter, hereinafter referred to as " Full comrades", have entered into this Agreement as follows:

1. General partners undertake, in accordance with the terms of the legislation of the Russian Federation and this Agreement, to create a Full Partnership "Ivan Ivanovich Ivanov and Company", hereinafter referred to as the "Partnership", and determine by this Agreement the procedure for joint activities to create the Partnership.

2. The partnership is a legal entity, a commercial organization, owns separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights in its own name, bear responsibilities, be a plaintiff and defendant in court.

3. In connection with participation in the formation of the Partnership’s property, general partners have rights of obligations in relation to the Partnership, including: the right to participate in management, to a share in net profit distributed among general partners and a share in property upon liquidation of the Partnership (after all calculations established by law), other rights established by current legislation and this Agreement.

4. The partnership has an independent balance sheet, settlement and other accounts. The partnership has a round seal containing its full corporate name in Russian and an indication of its location. The partnership has the right to have stamps and forms with its corporate name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.

5. Full corporate name of the Partnership in Russian: Full Partnership "Ivanov Ivan Ivanovich and Company", abbreviated name: PT "Ivanov I.I. and Company"

6. Location of the Partnership: _________________________________.

Postal address of the Partnership: ________________________________________________.*1.7)

7. The partnership is created for the purpose of making a profit and for an indefinite period. The subject of the Partnership’s activities is: __________________.

8. A general partner does not have the right, without the consent of the other participants, to carry out transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject of the partnership’s activities. If this rule is violated, the Partnership has the right, at its choice, to demand from such participant compensation for losses caused to the partnership or the transfer to the partnership of all benefits acquired through such transactions.

9. The share capital of the Partnership at the time of establishment is declared in the amount of ________(__________) rubles. All contributions to the share capital are monetary.

10. The share capital is divided into 3 (three) shares, which are distributed as follows:

- individual entrepreneur Ivanov Ivan Ivanovich - _______(_________) rubles, which is __% of the capital of the Partnership;

- a legal entity of the Russian Federation ____________ - ______(_________) rubles, which is __% of the capital of the Partnership;

- a legal entity of the Russian Federation ____________ - ______(_________) rubles, which is __% of the capital of the Partnership.

11. The founders contribute at least 50% of their share in the share capital by the time of registration of the Partnership by crediting the appropriate amount of money to the settlement account of the Partnership. The founders pay the remaining portion within 1 (one) year after registration of the Partnership.

12. If a general partner fails to fulfill the obligation specified in clause 11 of the Agreement, he is obliged to pay the Partnership ten percent per annum on the unpaid portion of the contribution and compensate for the losses caused.

13. The share of a general partner in the share capital of the Partnership can be changed (increased or decreased) only with the consent of the remaining general partners.

14. By decision of the general partners, the size of the share capital can be changed (increased or decreased). The share capital is reduced in the manner determined by this Memorandum of Association and current legislation, only after notification of all creditors of the Partnership.

15. It is not permitted to relieve a partnership participant from the obligation to make a contribution to the partnership capital, including by offsetting claims against the Partnership.