Registration of a general partnership

A general partnership is a business entity in which a group of persons (individuals, legal entities or individuals and individuals together) agree to establish an enterprise to jointly conduct any business activity, making certain contributions (property, money, securities, etc.) to create a joint equity property separated from them (Article 66 of the Law of Ukraine "On Business Associations" of 19.09.1991 No. 1576-XII). This property is the basis for their joint business activities.

In other words, the main feature of a general partnership that distinguishes it from other types of business entities is the joint and several additional liability of each member of the company for its obligations with all its property if the company's funds are not sufficient to repay debts. In addition, each member is liable for the company's obligations regardless of whether they arose before or after his or her entry into the company.In this form of business, a creditor has the right to collect a debt from any member of its choice, and a member who pays the debts presented to him or her in full has the right to claim compensation from other members for the losses incurred in proportion to each member's share in the company's property.

Signs of a general partnership: 

• the purpose of establishment is exclusively for business activities;
• the document of title is not a charter, but a memorandum of association between the participants, which must contain the following information: the amount and composition of the authorized capital; the amount and composition of the participants' shares; the procedure for making (with indication of terms) and changing the contributions of each participant; the form of participation of each of them in the company's affairs;
• participants - two or more - only business entities (legal entity or entrepreneur); they cannot be full participants in other legal entities;
• increased liability for obligations - not only the company, but also the shareholders with all their property;
• absence of management bodies (board and executive bodies), each member participates in business activities, acting on behalf of the company, and manages it - either all together, or one or more (by power of attorney).

The law does not set requirements for the amount of the authorized capital of such a company. However, they may be provided for in special acts regulating certain types of commercial activities.
Establishing a general partnership in Ukraine is almost no different from registering another legal entity.

Documents for the registration of the PA:

• completed registration card;
• 2 copies of the memorandum of association;
• decision/protocol on establishment;
• document on payment of the registration fee. 

The personal data of the participants specified in the memorandum of association and the registration card shall also be submitted to confirm the personal data of the participants: 

if the founder is an individual 

• a copy of the founder's passport;
• a copy of the certificate of identification number assignment.

If the founder is a legal entity: 

• a copy of the state registration certificate;
• a copy of the certificate of the statistical office (on registration in the EDRPOU);
• a copy of the charter;
• a power of attorney of a person who will represent the interests of the legal entity as a member of the general partnership;
• copies of the passport and certificate of the director's identification number.

The name of the general partnership must contain the names of all its members and the phrase "general partnership" or the name of one or more members with the addition of the words "and company" and the phrase "general partnership". The law does not provide that a general partnership must keep profit and loss accounts.

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