Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations
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Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations

Edited by Robert W. Hillman and Mark J. Loewenstein

Presenting alternatives to the corporate form of organization, the Handbook explores partnerships, LLCs, business trusts and other alternatives. Specially commissioned chapters by leading scholars in the field examine issues such as: fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil.
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Chapter 24: Alternatives to capital-oriented corporations under Russian law

Vladimir Orlov


For the purpose of this chapter with respect to the Russian business law, the term “corporation” is intended to mean a capital-based company with profit-oriented activity, generally known as a public (joint stock) company. Contrary to this, the recently updated Russian business legislation has adopted the term “corporation” to mean any association under civil law, recognized as juristic person, for which I prefer to use the term “corporate entity.” The primary purpose of the chapter is to introduce the legal forms of business activity that are distinct from capital-oriented corporations because of the personal participation of owners—that is, partnerships, cooperatives, and limited liability companies. They ought to be properly distinguished from capital-based or joint stock companies or capital-oriented corporations. A common feature for the legal forms, which are the main subject of this chapter, is the presence of a personal element in them. In particular, the general partnership can be characterized as based on purely personal relations, which presupposes a personal participation in its activities and decision-making. This feature is also characteristic of the limited partnership, which requires the participation of a silent partner.

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