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The Civil Code of the Russian Federation

(with the Additions and Amendments of February 20, August 12, 1996,
October 24, 1997, July 8, December 17, 1999, April 16, May 15,
November 26, 2001, March 21, November 14, 26, 2002,
January 10, March 26, November 11, December 23, 2003)

Part II
Section IV
Chapter 55
Particular Partnership

Chapter 55. Particular Partnership

Article 1041. The Contract of Particular Partnership


1. Under the contract of particular partnership (contract for joint activity) two or several persons (partners) shall undertake to pool their contributions and to act jointly without forming a legal entity for the deriving of profit of for the attaining another goal not inconsistent with the law.
2. Only individual businessmen and/or profit-making organizations may be the parties to the contract of particular partnership.

Article 1042. Contributions by Partners


1. All that is contributed to the common cause, including money, other assets, professional and other knowledge, experience and skills, and also business standing and business contracts, shall be recognized as the contributions of the partners.
2. The contributions of partners shall be equal in value, unless the contrary follows from the contract of particular partnership of from actual circumstances. A monetary estimation of the partners's contribution shall be carried out by agreement between the partners.

Article 1043. The Joint Assets of Partners


1. The assets contributed by partners and owned by them by right of property, and also products manufactured as a result of their joint activity shall be recognized as their common property in shares, unless otherwise stipulated by the law or the contract of particular partnership or unless the contrary follows from the substance of the obligation. The assets owned by hem on the grounds different from the right of property and contributed by the partners shall be used in the interests of all the partners and comprise the common property of the partners in addition to the assets held in their common ownership.
2. The accounting of the common property of the partners may be entrusted by them to one of the legal entities which participate in the contract of particular partnership.
3. The common property of the partners shall be used by their common agreement, and in case of disagreement it shall be used in the order prescribed by a court of law.
4. The obligations of the partners to maintain their common property and the procedure for the reimbursement of expenses relating to the discharge of these obligations shall be determined by the contract of particular partnership.

Article 1044. The Conduct of the Common Affairs of Partners


1. In the conduct of their common affairs each partner shall have the right to act on behalf of all the partners, unless the contract of particular partnership stipulates otherwise that the affairs are conducted by particular partners or jointly by all the participants in the contract of particular partnership. The consent of all the partners shall be required for the completion of each transaction in case of the joint conduct of their affairs.
2. In relations with third persons the power of a partner to conclude deals on behalf of all the partners shall be certified with the power of attorney, issued to him by the other partners or with the contract of particular partnership, concluded in written form.
3. In relations with third persons the partners may not refer to the restriction of the rights of the partner who has completed the transaction in the conduct of the common affairs of the partners, except for the cases where they will prove that at the time of concluding the transaction the third person knew or should have known about such transactions.
4. A partner who has made on behalf of all the partners transactions in respect of which his right to conduct the common affairs of the partners was restricted may demand the reparation of the expenses incurred by him at his own expense, if there are sufficient grounds to believe that these transactions were necessary in the interests of all the partners. Partners who have incurred losses in consequence of such transactions shall have the right to demand their damages.
5. Decisions affecting the common affairs of the partners shall be taken by the partners by common agreement, unless otherwise stipulated by the contract of particular partnership.

Article 1045. The Right of a Partner to Information


Every partner shall have the right to get acquainted with all the documents relating to the conduct of affairs regardless of the fact whether is empowered to conduct the common affairs of the partners. The abandonment of this right or its restriction, including by agreement between the parties, shall be void.

Article 1046. Common Expenses and Losses of Partners


Procedure for the meeting of expenses and the compensation for losses incurred in the joint activity of the partners shall be determined by their agreement. In the absence of such agreement each partner shall bear expenses and losses in proportion to the value of his contribution to the common cause.
Any agreement which fully releases any partner from the participation in the meeting of common expenses or the compensation for losses shall be void.

Article 1047. The Liability of the Partners Under Common Obligations


1. If a contract of particular partnership is not associated with the business activity of its participants, each partner shall be liable for the common contractual obligations within all their property in proportion to the value of his contribution to the common cause. The partners shall be liable jointly for the common obligations arising not from the contract.
2. If a contract of particular partnership is associated with business activity of its participants, the partners shall be liable jointly within all the common liabilities, regardless of the grounds for their appearance.

Article 1048. The Distribution of Profit


Profit received by the partners as a result of their joint activity shall be distributed in proportion to the value of the contributions made by the partners to the common cause, unless otherwise stipulated by the contract of particular partnership or by other agreement of the partners. Any agreement on the elimination of any partner from profit sharing shall be void.

Article 1049. The Allotment of a Partner's Share on the Demand of His Creditor


The creditor of a participant in the contract of particular partnership shall have the right to allot his share in the common property in accordance with Article 255 of this Code.

Article 1050. The Termination of the Contract of Particular Partnership


1. The contract of particular partnership shall be terminated in consequence of: the declaration of any partner as legally unfit, specially incapable or missing, unless the contract of particular partnership or the subsequent agreement provides for the conservation of the contract in relations between the other partners;
the declaration of any partner as insolvent (bankrupt) with the exception indicated in the second paragraph of this Item;
the death of a partner or the liquidation, or the reorganization of the legal entity that participates in the contract of particular partnership, unless the contract or the subsequent agreement provides for the conservation of the contract in the relations between the other partners or for the replacement of the deceased partner (liquidated or reorganized legal entity) by his heirs (legal successors);
the refusal of any partner to take further part in the contract of unlimited duration with the exception, indicated in the second paragraph of this Item;
the dissolution of the contract of particular partnership, concluded with reference to a definite validity term on the demand of one partner in the relations between him and other partners with the exception, indicated in the second paragraph of this Item;
the expiry of the validity term of the contract of particular partnership;
the allotment of a partner's share on the demand of his creditor with the exception, indicated in the second paragraph of this Item.
2. With the termination of a contract of particular partnership the things, transferred for common possession and/or use of the partners, shall be returned to the partners who have contributed them free of charge, unless otherwise stipulated by the agreement of the parties. Since the time of the termination of a contract of particular partnership, its participants shall bear joint liability in case of default on the common obligations with regard to third persons.
The partition of the property held in the common ownership of the partners and of the common rights of claim which have arisen for them shall be effected in the order, prescribed by Article 252 of this Code.
A partner who has contributed an individual thing shall have the right to demand in court the return of this thing to him with the termination of the contract of particular partnership subject to the observance of the interests of the other partners and creditors.

Article 1051. The Abandonment of the Contract of Particular Partnership of Unlimited Duration


A statement on the partner's abandonment of the contract of particular partnership of unlimited duration shall be made by him at least before three months before the supposed withdrawal from the contract.
Any agreement on the limitation of the right to abandon the contract of unlimited duration shall be void.

Article 1052. The Cancellation of the Contract of Particular Partnership on the Demand of a Party Thereto


In addition to the grounds, indicated in Item 2 of Article 450 of this Code a party to the contract of particular partnership, concluded with reference to its validity term or the goal as a revocable proviso, shall have the right to demand the cancellation of the contract in relations between himself and the other partners for valid reasons with the compensation for the real damage inflicted on the other partners by the dissolution of the contract.

Article 1053. The Liability of the Partner in Respect of Whom the Contract of Particular Partnership Has Been Dissolved


In case where a contract of particular partnership has not been terminated as a result of the statement by any participant on the refusal to continue his participation in it or of the dissolution of the contract on the demand of one partner, the person whose participation in the contract has ceased shall be liable to third persons under the common obligations that have arisen during his participation in the contract, as if he remained as a participant in the contract of particular partnership.

Article 1054. Private Partnership


1. The contract of particular partnership may provide for the non-disclosure of its existence for third parties (private partnership). The rules for the contracts of particular partnership, provided for by this Chapter, shall be applicable to such unofficial contract, unless otherwise stipulated by the Article or unless the contrary follows from the private partnership.
2. In relations with third persons each participant of the private partnership shall be liable for all his property in the transactions he has concluded on his own behalf in the common interests of the partners.
3. In relations between the partners the obligations which have arisen during their joint activity shall be regarded as common.

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