ODPOWIEDZIALNOŚĆ UCZESTNIKÓW KORPORACYJNYCH ORGANIZACJI KOMERCYJNYCH W PRAWIE ROSYJSKIM
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Date
2009
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Wydział Prawa i Administracji UAM
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LIABILITY OF THE MEMBERS OF COMMERCIAL CORPORATE ORGANISATIONS UNDER RUSSIAN LAW
Abstract
A comprehensive analysis o f the liability of members of the Russian Federation of commercial
corporate organisations for the obligations of those organisations requires focusing on three sets of
rules: 1) the basic rules which usually determine the issue of the liability of the members of a given
commercial organisation for its obligations, 2) the rules that deal with the liability o f members within
the frames of the contributions that have not been actually made, 3) the rules that pertain to the
liability of parent companies for the obligations of their daughter companies.
Without a shadow o f a doubt, the first set of rules is of a primary character. Relying on the main of
those rules, one may conclude that the liability of partners in general partnerships and members of
limited liability companies and joint-stock companies is rather standardised - partners in general
partnerships have unlimited liability, i.e. are liable with their all property, for the obligations of
a partnership, while shareholders are not at all liable for the obligations o f companies. It is interesting
to note that in a limited partnership, general partners are liable for the obligations of a partnership
pursuant to the same rules as partners in general partnerships. Specific rules do not determine,
however, the issue of liability of the limited partners. In connection therewith - based on the general
rule - one should conclude that limited partners are not liable for the obligations of a partnership and,
hence, the creditors of the latter may not direct their claims towards the personal estate of the limited
partners. A rather unique situation exists in companies with supplementary liability and producer’s
co-operatives, the participants of which (members or partners) are liable for the obligations of the
organisation in a limited manner: in companies with supplementary liability - up to the level
determined in the incorporation documents, which is based on the multiplication o f the contributions
made, and in the producer’s co-operatives - up to the level determined in the Act on the Producer’s
Co-operatives and in the statutes of a given co-operative.
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Citation
Ruch Prawniczy, Ekonomiczny i Socjologiczny 71, 2009, z. 1, s. 17-33
Seria
ISBN
ISSN
0035-9629