Chapter 55. Simple partnership.
Article 1041. Simple partnership agreement.
1. Under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to combine their contributions and jointly act without forming a legal entity to derive profit or achieve another goal that does not contradict the law.
2. Only individual entrepreneurs and (or) commercial organizations may be parties to a contract of simple partnership concluded for the conduct of entrepreneurial activity.
Article 1042. Contributions of the partners.
1. The contribution of a companion is recognized all that he brings to the common cause, including money, other property, professional and other knowledge, skills and abilities, as well as business reputation and business connections.
2. The contributions of the partners are assumed to be equal in value, unless it follows otherwise from the contract of simple partnership or actual circumstances. The monetary assessment of the contribution of the partner is made by agreement between the partners.
Article 1043. The common property of the partners.
1. Property contributed by the partners, which they possessed by right of ownership, as well as the products produced as a result of joint activities and the fruits and income derived from such activities are recognized as their common share ownership, unless otherwise established by law or a simple partnership agreement or derives from the substance of the obligation .
The property contributed by the partners, which they had on grounds other than the right of ownership, is used in the interests of all partners and, together with the property under their common ownership, constitutes the common property of the partners.
2. Accounting of the common property of the partners may be entrusted by them to one of the legal entities participating in the simple partnership agreement.
3. The use of the common property of the partners is carried out by their general agreement, and if they fail to reach agreement in the manner established by the court.
4. The obligations of the partners in the maintenance of common property and the procedure for reimbursement of expenses related to the performance of these duties are determined by the simple partnership agreement.
Article 1044. Conducting the common affairs of comrades.
1. In the conduct of common affairs, each partner shall have the right to act on behalf of all the partners, unless the simple partnership agreement establishes that the business is carried out by individual participants or jointly by all parties to the simple partnership agreement.
When conducting business together, each transaction requires the consent of all partners.
2. In relations with third parties, the authority of the partner to make transactions on behalf of all partners is certified by a power of attorney issued to him by the other partners, or by a simple partnership agreement, made in writing.
3. In relations with third parties, comrades may not refer to the restrictions on the rights of the partner who made the transaction to maintain the common affairs of the partners, unless they prove that at the time of the conclusion of the transaction the third party knew or should have known about the existence of such restrictions.
4. A comrade who has committed transactions on behalf of all partners in respect of which his right to conduct the common affairs of partners has been restricted or who have entered into transactions on his behalf in the interests of all partners may demand compensation for expenses incurred by him at his own expense if there were sufficient grounds to believe that these transactions were necessary in the interests of all comrades. The comrades who have suffered losses as a result of such transactions are entitled to claim their compensation.
5. Decisions concerning the common affairs of the partners shall be made by the partners by common agreement, unless otherwise provided by the simple partnership agreement.
Article 1045. The right of a partner to information.
Each partner, regardless of whether he is authorized to conduct the common affairs of the partners, has the right to get acquainted with all the documentation on the conduct of affairs. Waiver of this right or its restriction, including by agreement of the partners, shall be null and void.
Article 1046. Common expenses and losses of partners.
The procedure for covering expenses and losses related to the joint activity of the partners is determined by their agreement. In the absence of such an agreement, each partner shall bear costs and losses in proportion to the value of his contribution to the common cause.
An agreement that completely exempts any of the partners from participation in the coverage of common expenses or losses is void.
Article 1047. Responsibility of partners for common obligations.
1. If a simple partnership agreement is not related to the business activities of its participants, each partner is liable for common contractual obligations with all of his property in proportion to the value of his contribution to the common cause.
For common obligations arising not from the contract, the comrades are jointly and severally liable.
2. If a simple partnership agreement is related to the business activities of its participants, the partners shall be jointly liable for all common obligations, regardless of the grounds for their occurrence.
Article 1048. Distribution of profits.
The profit received by the partners as a result of their joint activity shall be distributed in proportion to the value of the contributions of the partners to the common business, unless otherwise provided by the simple partnership agreement or other agreement of the partners. The agreement on the elimination of any of the partners from participation in the profit is void.
Article 1049. Allotment of the share of a partner at the request of his creditor.
The creditor of a party to a simple partnership agreement has the right to file a claim for the separation of its share in the common property in accordance with Article 255 of this Code.
Article 1050. Termination of a simple partnership agreement.
1. A simple partnership agreement is terminated due to:
declaring any of the partners to be incapable, partially capable or missing, unless the contract of simple partnership or subsequent agreement provides for the preservation of the contract in relations between the other partners;
declaring any of the partners insolvent (bankrupt), with the exception specified in paragraph two of this clause;
death of a partner or liquidation or reorganization of a legal entity of a simple partnership participating in the contract, if the contract or subsequent agreement does not preserve the contract in relations between the other partners or replaces the deceased partner (liquidated or reorganized legal entity) with his heirs (successors);
the refusal of any of the partners to further participate in the open-ended simple partnership agreement, with the exception specified in paragraph two of this clause;
termination of the agreement of a simple partnership concluded with an indication of the term, at the request of one of the partners in the relations between him and the other partners, with the exception specified in paragraph two of this clause;
expiration of the simple partnership agreement;
separation of the share of a partner at the request of his creditor, with the exception specified in paragraph two of this clause.
2. Upon termination of a contract of simple partnership, things transferred into common ownership and (or) use of partners shall be returned to the partners who provided them without remuneration, unless otherwise provided by agreement of the parties.
From the moment of termination of the contract of simple partnership, its participants are jointly and severally liable for the unfulfilled general obligations towards third parties.
The division of property that was in the common property of the partners and the general rights of claim arising from them shall be carried out in the manner established by Article 252 of this Code.
A comrade who has made an individually determined thing to common property has the right, upon termination of the contract of simple partnership, to demand in court to return this thing to him, subject to the interests of the other partners and creditors.
Article 1051. Waiver of an open-ended contract of simple partnership.
A declaration on the refusal of a partner from an unlimited contract of simple partnership should be made by him no later than three months before the intended withdrawal from the contract.
An agreement on the limitation of the right to waive a perpetual simple partnership agreement is void.
Article 1052. Termination of a simple partnership agreement at the request of a party.
Along with the grounds specified in clause 2 of Article 450 of this Code, a party to a simple partnership agreement concluded with an indication of a period or indication of a goal as a resolutive condition has the right to demand that the agreement be terminated between itself and the other partners for a good reason with compensation to the remaining partners damage caused by termination of the contract.
Article 1053. The liability of a partner in respect of whom the simple partnership agreement has been terminated.
In the case when the simple partnership agreement was not terminated as a result of a declaration by either of the participants to refuse further participation in it or to terminate the agreement at the request of one of the partners, the person whose participation in the agreement has ceased is liable to third parties for general obligations, arisen during his participation in the contract, as if it remained a party to the contract of simple partnership.
Article 1054. Secret partnership.
1. A simple partnership agreement may stipulate that its existence shall not be disclosed to third parties (an unofficial partnership). The rules on a simple partnership agreement provided for by this chapter shall apply to such a contract, unless otherwise provided by this article or derived from the substance of an unofficial partnership.
2. In relations with third parties, each of the participants of an unofficial partnership shall be liable with all of its property for the transactions that it has entered on its behalf in the common interests of the partners.
3. In relations between partners, obligations arising in the course of their joint activity are considered common.
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