The current state of the Russian economy is characterized by, among other things, the variety of organizational and legal rules that have a direct impact on the ability of entities to attract foreign investment and to design a particular system of government.One of these forms is the company with additional liability (ODL).
Under current at the moment the Civil Code, ODO - a type of business entity established, depending on the circumstances, one or more individuals.
An important feature is the fact that the registered capital of this company was originally divided into certain parts, the size of which shall be governed by the constituent documents.
members additional liability, as opposed to, for example, from the company or joint-stock companies, initially assume increased obligations in terms of the possible repayment of debts.
The law specifically states that the responsibility is divided between them in solidarity, and it may increase in the fold of the (coefficient of multiplicity advance specified in the constituent documents).
In many respects, this leads to the fact that the additional liability is more attractive to investors than, for example, a partnership, but the participants of the organization must be clear that they face when their work is completedfailure.
It should also be noted that from a normative point of view of the Russian legislation there is a certain gap in respect of the legal form of organization.In particular, the Civil Code only focuses on points concerning the obligations of participants in ODL.This practice has been that all other provisions are based on the analogy to limited liability companies, or the creation of ODL would be legally impossible.
Thus, in respect of the additional liability and the principle of responsibility of all those possessions, which he owns.Moreover, if the organization will not be able to fully pay its creditors solely his property, the liability may extend to the property of its members.However, the lender can not make any claim to the property of the participants ODO, if he had not passed all the stages of the proceedings on the assets of the society.
The fact that the additional liability imposes on its members increased requirements for taking responsibility, making it look like a business partnership or cooperatives.At the same time it does not require the personal participation of its members in the affairs of the organization.With regard to the sale of its stake, the party forced ODO first offer it to other members of the organization and only then to sell its part to any third parties.
law rather strictly relates to the determination of the number of members, which may be included in the company with additional liability.This number can not exceed the amount that is set for the company, otherwise the organization should be transformed into a corporation with all the ensuing consequences.
