Society with additional responsibility: the concept, distinctive features and features

The current state of the domestic economy is characterized, among other things, by the diversity of organizational and legal norms that most directly affect the ability of legal entities to attract external investment and design one or another management system. One of such forms is a society with additional responsibility (ODL).

According to the Civil Code currently in effect, the ODL is a type of economic company established, as the case may be, by one or more individuals.

An important feature is the fact that the authorized capital of this organization is initially divided into certain parts, the sizes of which should be regulated by the constituent documents.

Participants in the company with additional responsibilities, unlike, for example, from LLCs or joint-stock companies, initially take on increased obligations in terms of paying off possible arrears.

The law specifically stipulates that all responsibility is shared among them in solidarity, and it may increase in a multiple amount (the multiplicity factor is specified in the constituent documents in advance).

In many respects this leads to the fact that a society with additional responsibility has a greater attractiveness for investors than, for example, a partnership, but the participants of this organization must clearly know what they are threatened in case their activities fail.

It is also worth noting that, from a normative point of view, there is a certain gap in Russian legislation regarding this organizational and legal form. In particular, the Civil Code focuses only on the moments relating to the obligations of ODL participants. At the same time, there was a practice when all other provisions come from analogy with limited liability companies, otherwise the creation of an ODL would be legally impossible.

Thus, in the case of a society with additional responsibility, the principle of liability is also exercised by all the property that belongs to it. Moreover, if the organization does not have the opportunity to fully pay its creditors exclusively with its property, then the liability may extend to the property of its members. True, the creditor can not make any claims to the property of ODL participants if he has not gone through all the stages of the legal proceedings regarding the property of the company itself.

The fact that a society with additional responsibility imposes on its participants heightened demands for responsibility, makes it similar to economic partnerships or cooperatives. At the same time, it does not require personal participation of its members in the organization's affairs. As for the sale of its share, the ODD participant must first offer it to other participants in the organization and only after that sell its part to any third parties.

The law is quite strict about determining the number of members who can enter a society with additional responsibility. This number can not exceed the amount that is set for LLC, otherwise the organization should be transformed into a joint-stock company with all the ensuing consequences.