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§ 79. Definition of general partnership
A general partnership is a company in which two or more partners operate under a common business name and are solidarily liable for the obligations of the general partnership with all of their assets.
§ 80. Partner
- (1)
- A natural person or legal person may be a partner in a general partnership.
- (2)
- The state or a local government shall not be a partner in a general partnership.
- (3)
- A new partner may be admitted into a general partnership only with the consent of all partners.
§ 81. Seat
- (1)
- The seat of a general partnership shall be the place from which the general partnership is managed or the place the general partnership operates.
- (2)
- The seat of a general partnership shall be determined by the partnership agreement.
§ 82. Partnership agreement
- (1)
-
A general partnership shall operate on the basis of a partnership agreement concluded by the partners. The partners shall agree on:
- 1)
- the business name and seat of the general partnership;
- 2)
- the area or areas of activity of the general partnership (hereinafter area of activity);
- 3)
- the amount of the contributions of the partners;
- 4)
- other obligatory terms and conditions provided by law.
- (2)
- The partners may also agree on other terms and conditions which are not in conflict with the law. If agreed terms and conditions are in conflict with the law, the provisions of law shall apply.
- (3)
- The partnership agreement may be amended only with the consent of all partners. The partnership agreement may prescribe cases in which the partnership agreement may be amended by a majority vote. The partnership agreement shall not be amended by a majority vote of less than three-quarters of all votes.
- (4)
- The partnership agreement may prescribe that a partner has different rights and obligations than the other partners, with the consent of the partner. These rights and obligations may be amended or terminated only with the consent of the partner.
§ 83. Petition for entry in commercial register
- (1)
- A petition for entry in the commercial register shall set out the information specified in § 84 of this Code. The petition shall be signed by all partners.
- (2)
- Specimen signatures of the partners authorised to represent the general partnership and the telecommunications numbers (telephone, facsimile, etc.) of the general partnership shall be appended to the petition.
- (3)
- Any other petition submitted to the commercial register shall be signed by a partner entitled to represent the general partnership. If the partners are only entitled to represent the general partnership jointly, the petition shall be signed by all partners entitled to represent the general partnership jointly.
- (4)
-
If an amendment to an entry or a new entry is applied for by a petition submitted to the commercial register, the corresponding resolution of the partners shall be appended to the petition. Upon entry or deletion from the register of a new partner, such partner shall also sign the petition submitted to the registrar unless the partner has been excluded from the partnership or is deceased.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 84. Information to be entered in commercial register
The following shall be entered in the commercial register:
- 1)
- the business name of the general partnership;
- 2)
- the seat and address of the general partnership;
- 3)
-
the area of activity of the general partnership, and the beginning and end of the financial year of the general partnership;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 4)
- the names, personal identification codes or registry codes, and residences or seats of the partners;
- 5)
- the persons authorised to represent the general partnership and which of them are entitled to represent the general partnership jointly;
- 6)
- other information prescribed by law.
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