logo









What are the powers and responsibilities of a partner in OOD/ LLC/ Ltd.?


Each capital company of the OOD type is established by at least two partners with legal rights and obligations. The privileges and obligations of each of them extend within their share in the share capital, i.e. the two owners of the company have no equality within the company, unless they have an equal share of the company's capital.

 

Responsibilities and obligations

 

As an owner of a part of the company's capital, the partner has not only rights but also a number of responsibilities and obligations. They can be financial, managerial and organizational, such as those considered below.

 

An obligation for depositing the cash equivalent of the capital share or other asset corresponding to its monetary value. For each share contribution made, the partner receives a certificate. The contribution can be monetary or non-monetary, for example real estate, the value of which corresponds to the size of the shares in the capital of the company. In this case, the value of the non-monetary contribution is determined by independent experts entrusted with this task by the Registry Agency.

 

As a co-owner of the company, the partner assumes the responsibility to support the activity of the company, defending its interests. An obligation of each partner is to follow the decisions taken at the General Meeting, and in case of non-fulfillment of this obligation the exclusion of the partner by a decision of the General Meeting is possible, for which a written notification is provided.

 

Each partner in a limited liability company can be obliged to make an additional cash contribution in order to cover company losses or in case of current need for additional funds. A partner who has objected to this decision by voting is released from the obligation to contribute funds to the capital. In this case, the owner of the shares has the right to terminate his participation in the company within one month.

 

Powers within the Ltd.

 

The powers of each partner are collective and personal, and the personal ones are divided into property and non-property. Here is what these powers include:

 

- Property powers

 

Each partner in a limited liability company has rights on the financial dividends and, in particular, has the privilege to receive a percentage of the company's profit equal to his share in the capital. Upon termination of his participation, the partner is entitled to receive the monetary value of his share. This is also valid in case of liquidation of capital companies after the satisfaction of the creditors' claims.

 

- Non-property powers

 

Each partner is an integral part of the management of the company with guaranteed powers in this regard. He has the right to attend the General Meeting and to participate in decisions making, including the adoption of the Memorandum of Incorporation, annual reports, balance sheets, etc. The partners have the right to be appointed as managers, to give consent for the admission of new partners, to transfer shares, to participate in capital change decisions, to receive information on the progress of the company's activities and to convene the General Meeting together with other partners, whose shareholding is over 1/10 of the capital. The powers of the partners extend to their shareholding in the company’s capital, including the right to vote in the General Meeting. The law gives the right to a partner to file claims before the District Court at the company’s seat in case of decisions contrary to the law or the company's Articles of Association.