The current state of the domestic economy is characterized, among other things, by a variety of organizational and legal norms that directly affect the ability of legal entities to attract foreign investment and design a particular management system. One of these forms is a company with additional liability (ODO).
According to the Civil Code currently in force, ODO is a type of business 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 size of which should be regulated by constituent documents.
Participants in a company with additional responsibility, unlike, for example, LLCs or joint-stock companies, initially assume increased obligations in terms of repaying possible debts.
The legislation specifically stipulates that all responsibility is shared among them jointly, and it can increase in a multiple (the multiplicity factor is indicated in advance in the constituent documents).
In many respects, this precisely leads to the fact that a company with additional responsibility is more attractive to investors than, for example, a partnership, however, the participants in this organization themselves must clearly understand what they are facing if their activities fail.
It is also worth noting that, from a regulatory point of view, there is a certain gap in the Russian legislation regarding this legal form. In particular, the Civil Code focuses only on issues related to the obligations of participants in ODLs. At the same time, there was a practice where all other provisions proceed from the analogy with limited liability companies, otherwise the creation of a ODL would be legally impossible.
Thus, in relation to a company with additional responsibility, the principle of responsibility with all the property that belongs to it also applies. Moreover, if the organization will not be able to fully pay creditors solely with its property, then the liability may extend to the property of its members. True, the creditor cannot make any demands on the property of the participants in the ODL if he has not gone through all stages of the legal proceedings regarding the property of the company itself.
The fact that a company with additional responsibility imposes on its participants increased requirements for liability, makes it look like business partnerships or cooperatives. At the same time, the personal participation of its members in the affairs of the organization is not required here. As for the sale of his share, the participant of the ODO is forced to first offer it to other members of the organization and only after that sell its part to any third parties.
The law is quite tough on determining the number of members who may be members of a company with additional responsibility. This number cannot exceed the amount set for the LLC, otherwise the organization must be transformed into a joint-stock company with all the ensuing consequences.