Section IV Dissolution of a Partnership and Termination of a Partners' Participation

A general partnership shall be dissolved upon:

1.

expiration of its term or under other circumstances provided in the articles of partnership;

2.

the agreement of the partners;

3.

declaring the partnership bankrupt;

4.

where there is no other provision, death or the placing under judicial disability of a partner or dissolution of a partner which is a legal person;

5.

request of the trustee in bankruptcy in case of bankruptcy of a partner;

6.

notice of termination from a partner;

7.

a court ruling in the cases established by law.

Where a partnership has been formed for an indefinite period of time each partner may request its dissolution by sending at least six months prior notice in writing to all remaining partners, unless the articles of partnership provide otherwise.

(1)

The district court may dissolve a partnership upon an action brought by a partner when another partner has deliberately or in gross negligence omitted to perform an obligation of its under the articles of partnership or the performance of the obligation has become impossible. This rule shall also apply whenever a partner acts against the interests of the partnership.

(2)

Upon an action brought by a partner the court may, instead of dissolving the partnership, dismiss the partner which is at fault.

(1)

The creditor of a partner which in the course of six months cannot be satisfied by forcible execution upon the debtor's personal property may attach that partner's liquidation share and request the dissolution of the partnership upon a notice in writing pursuant to the procedure set forth in Article 94.

(2)

A partnership shall not be dissolved in case the partnership or the remaining partners repay the debt following the attachment pursuant to the preceding paragraph. In this case only the participation of the debtor partner shall be terminated, unless the partners decide otherwise.

(1)

The partners may provide in the articles that the partnership shall continue to exist in the case of termination of the participation of a partner. In this case the remaining partners shall buy out the share of the partner which has terminated its participation, and in the case of a partner's death, those of its heirs who wish shall be admitted as partners. The heirs shall state their intent to be admitted as partners not later than three months from the date of the opening of the succession.

(2)

In case the heirs do not wish to be admitted as partners, as well as in case of termination of the participation of a partner, the partnership shall pay the value of the share in the partnership's assets of the decedent or the partner which has terminated its membership, and their share in the annual profits for the period up to the death or termination of the participation.

(1)

The right of action against a partner for obligations of the partnership shall expire by limitation after five years, except where the right of action against the partnership is subject to a shorter limitation.

(2)

The limitation period shall run from the date on which the dissolution of the partnership or the termination of the participation of the partner is registered in the commercial register.

(3)

An interruption of the limitation with respect to the dissolved partnership shall also apply to those partners which were partners at the time of the dissolution.

---

Next: LIMITED PARTNERSHIP
Up: GENERAL PARTNERSHIP
Previous: Section III Partners' Relationship With Third Parties