Relations among Partners

§ 85. Equality of shareholders

The shareholders shall be treated equally under equal circumstances.

§ 86. Contributions

(1): The partners shall make contributions in the amount prescribed by the partnership agreement.
(2): Contributions shall be equal unless the partnership agreement prescribes otherwise.
(3): A contribution may be monetary or non-monetary. A non-monetary contribution may also be the provision of services to the general partnership, or the transfer to or use of assets by the general partnership. The monetary value of a non-monetary contribution shall be determined by the partnership agreement. Unless otherwise prescribed by the partnership agreement, assets shall be deemed to be transferred to the ownership of the general partnership, not to its use.
(4): The contribution of a partner may be increased or reduced only with the consent of the partner.

§ 87. Payment of contribution

(1): A partner shall pay the contribution during the term determined by the partnership agreement.
(2): If the term for payment of the contribution is not specified by the partnership agreement, a partner shall pay it promptly after conclusion of the partnership agreement.

§ 88. Management of partnership

(1): Each partner has the right and the obligation to participate in the management of the general partnership.
(2): The right to manage may be granted by the partnership agreement to one or several partners. In this case, the other partners shall not participate in the management of the general partnership.
(3): If several partners are entitled to manage the general partnership, each of them may act independently unless the partnership agreement prescribes otherwise. A managing partner shall not perform an act if another managing partner objects to it.
(4): If the partnership agreement prescribes that the managing partners of the general partnership may only act jointly, an act may be performed with the consent of all managing partners. An act may be performed without the consent of the other partners if a delay in performance would cause damage to the general partnership.
(5): The managing partners may jointly grant the right to manage the general partnership to a third person. Each managing partner may cancel the right granted to a third person.
(6): If there is reason to presume that damage will be caused to the general partnership, a partner who, pursuant to subsection (2) of this section, is not entitled to manage the general partnership may also manage the general partnership to avoid such damage.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

§ 89. Scope of competence

In managing the general partnership, a managing partner may perform acts which are necessary for the everyday economic activities of the general partnership. A resolution of the partners is required for the performance of acts which are beyond everyday economic activities.

§ 90. Taking away management right

A court may take away the management right of a managing partner at the request of the other partners if there is good reason. The primary good reason shall be non-performance of a material obligation by the partner or inability to manage the general partnership.

§ 91. Relinquishment of management right

A managing partner may relinquish the management right with good reason by notifying the other managing partners thereof in advance if the relinquishment does not damage the interests of the general partnership.

§ 92. Compensation for expenditure and damage

(1): The general partnership shall compensate a partner for necessary expenditure made, including expenditure for performance of the general partnerships obligations, and losses incurred in acting in the interests of the general partnership unless the partnership agreement prescribes otherwise.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(2): Monetary expenditure made in the interests of the general partnership shall be compensated for to a partner together with interest in an amount provided by law unless the partnership agreement prescribes otherwise.

§ 93. Adoption of resolution of partners

(1): A resolution of the partners shall be adopted if over one-half of the votes of all partners are in favour unless the law or the partnership agreement prescribes a greater majority requirement. The partners may adopt a resolution only if all partners are notified of the voting in advance.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(2): The number of votes of a partner shall correspond to the amount of the contribution of the partner unless the partnership agreement prescribes otherwise. If the number of votes of a partner is calculated according to the amount of the contribution of the partner, each 10 kroons of the contribution shall give the partner one vote unless the partnership agreement prescribes otherwise.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(3): A partner shall not participate in voting and the partners votes shall be subtracted from the quorum if release of the partner from an obligation or liability, entry into a transaction with the partner or assertion of a claim against the partner is being decided.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(4): A resolution which is in conflict with the law or the partnership agreement shall be declared invalid by a court at the request of a partner if the request is submitted within three months after adoption of the resolution.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)

§ 94. Right of shareholder to information

(1): A partner has the right to obtain information concerning the activities of the general partnership, to examine all documents of the general partnership and to demand a copy of the approved annual report. Upon a resolution of the partners, the right of a partner to obtain information and examine documents may be restricted if there is reason to believe that this may damage the interests of the partnership.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(2): A partner shall preserve the secrecy of information received concerning the activities and documents of the general partnership unless otherwise decided by the partners or unless the law provides that the information and documents are subject to public disclosure.

§ 95. Prohibition on competition

(1): Without the consent of the other partners, a partner shall not compete with the general partnership in the same area of activity or participate in a company which competes with the general partnership in the same area of activity, in a capacity which affects the commercial activities of such company. If upon foundation of the general partnership or upon the partner becoming a partner the above circumstances are known to the other partners but no objections are raised, the consent of the other partners shall be deemed to be given.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(2): The partnership agreement may prescribe a term during which the prohibition on competition specified in subsection (1) of this section is valid with regard to a former partner of the general partnership. The specified term shall not be longer than five years from the departure or exclusion of the partner from the general partnership.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
(3): If the partnership agreement does not prescribe a prohibition on competition with regard to a former partner but the interests of the general partnership require such prohibition, a court may, at the request of the general partnership, impose a prohibition on competition for the term specified in subsection (2) of this section.

§ 96. Violation of prohibition on competition

(1): Upon violation of the prohibition on competition provided for in § 95 of this Code, the general partnership may demand termination of the prohibited activity, transfer of the income received from the prohibited activity to the general partnership and compensation for damage to the extent exceeding the claimed income.
(2): A partner who violates the prohibition on competition shall not participate in the adoption of a resolution on assertion of the claim specified in subsection (1) of this section.
(3): The limitation period for the claim specified in subsection (1) of this section shall be three months from the date the other partners become aware of the violation of the prohibition on competition but not longer than three years from violation of the prohibition on competition. The general limitation period shall apply to a claim for compensation of damage.

§ 97. Profit and loss

(1): The annual report shall be approved by the partners. The amount of the share of profit to be distributed among the partners shall be decided by the partners after the end of the financial year on the basis of the annual balance sheet.
(2): Each partner shall receive a part of the share of profit to be distributed corresponding to the amount of the contribution of the partner unless the partnership agreement prescribes otherwise.
(3): If a partner has not paid the contribution, the contribution shall be recovered from the share of profit apportioned to the partner.
(4): Losses shall be covered by the partners in proportion to their contributions unless the partnership agreement prescribes otherwise.



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A non-monetary contribution may also be the provision of services to the general partnership, or the transfer to or use of assets by the general partnership. The monetary value of a non-monetary contribution shall be determined by the partnership agreement. Unless otherwise prescribed by the partnership agreement, assets shall be deemed to be transferred to the ownership of the general partnership, not to its use. (4) The contribution of a partner may be increased or reduced only with the consent of the partner. § 87. Payment of contribution (1) A partner shall pay the contribution during the term determined by the partnership agreement. (2) If the term for payment of the contribution is not specified by the partnership agreement, a partner shall pay it promptly after conclusion of the partnership agreement. § 88. Management of partnership (1) Each partner has the right and the obligation to participate in the management of the general partnership. (2) The right to manage may be granted by the partnership agreement to one or several partners. In this case, the other partners shall not participate in the management of the general partnership. (3) If several partners are entitled to manage the general partnership, each of them may act independently unless the partnership agreement prescribes otherwise. A managing partner shall not perform an act if another managing partner objects to it. (4) If the partnership agreement prescribes that the managing partners of the general partnership may only act jointly, an act may be performed with the consent of all managing partners. An act may be performed without the consent of the other partners if a delay in performance would cause damage to the general partnership. (5) The managing partners may jointly grant the right to manage the general partnership to a third person. Each managing partner may cancel the right granted to a third person. (6) If there is reason to presume that damage will be caused to the general partnership, a partner who, pursuant to subsection (2) of this section, is not entitled to manage the general partnership may also manage the general partnership to avoid such damage. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) § 89. Scope of competence In managing the general partnership, a managing partner may perform acts which are necessary for the everyday economic activities of the general partnership. A resolution of the partners is required for the performance of acts which are beyond everyday economic activities. § 90. Taking away management right A court may take away the management right of a managing partner at the request of the other partners if there is good reason. The primary good reason shall be non-performance of a material obligation by the partner or inability to manage the general partnership. § 91. Relinquishment of management right A managing partner may relinquish the management right with good reason by notifying the other managing partners thereof in advance if the relinquishment does not damage the interests of the general partnership. § 92. Compensation for expenditure and damage (1) The general partnership shall compensate a partner for necessary expenditure made, including expenditure for performance of the general partnerships obligations, and losses incurred in acting in the interests of the general partnership unless the partnership agreement prescribes otherwise. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (2) Monetary expenditure made in the interests of the general partnership shall be compensated for to a partner together with interest in an amount provided by law unless the partnership agreement prescribes otherwise. § 93. Adoption of resolution of partners (1) A resolution of the partners shall be adopted if over one-half of the votes of all partners are in favour unless the law or the partnership agreement prescribes a greater majority requirement. The partners may adopt a resolution only if all partners are notified of the voting in advance. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (2) The number of votes of a partner shall correspond to the amount of the contribution of the partner unless the partnership agreement prescribes otherwise. If the number of votes of a partner is calculated according to the amount of the contribution of the partner, each 10 kroons of the contribution shall give the partner one vote unless the partnership agreement prescribes otherwise. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (3) A partner shall not participate in voting and the partners votes shall be subtracted from the quorum if release of the partner from an obligation or liability, entry into a transaction with the partner or assertion of a claim against the partner is being decided. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (4) A resolution which is in conflict with the law or the partnership agreement shall be declared invalid by a court at the request of a partner if the request is submitted within three months after adoption of the resolution. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) § 94. Right of shareholder to information (1) A partner has the right to obtain information concerning the activities of the general partnership, to examine all documents of the general partnership and to demand a copy of the approved annual report. Upon a resolution of the partners, the right of a partner to obtain information and examine documents may be restricted if there is reason to believe that this may damage the interests of the partnership. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (2) A partner shall preserve the secrecy of information received concerning the activities and documents of the general partnership unless otherwise decided by the partners or unless the law provides that the information and documents are subject to public disclosure. § 95. Prohibition on competition (1) Without the consent of the other partners, a partner shall not compete with the general partnership in the same area of activity or participate in a company which competes with the general partnership in the same area of activity, in a capacity which affects the commercial activities of such company. If upon foundation of the general partnership or upon the partner becoming a partner the above circumstances are known to the other partners but no objections are raised, the consent of the other partners shall be deemed to be given. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (2) The partnership agreement may prescribe a term during which the prohibition on competition specified in subsection (1) of this section is valid with regard to a former partner of the general partnership. The specified term shall not be longer than five years from the departure or exclusion of the partner from the general partnership. (17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941) (3) If the partnership agreement does not prescribe a prohibition on competition with regard to a former partner but the interests of the general partnership require such prohibition, a court may, at the request of the general partnership, impose a prohibition on competition for the term specified in subsection (2) of this section. § 96. Violation of prohibition on competition (1) Upon violation of the prohibition on competition provided for in § 95 of this Code, the general partnership may demand termination of the prohibited activity, transfer of the income received from the prohibited activity to the general partnership and compensation for damage to the extent exceeding the claimed income. (2) A partner who violates the prohibition on competition shall not participate in the adoption of a resolution on assertion of the claim specified in subsection (1) of this section. (3) The limitation period for the claim specified in subsection (1) of this section shall be three months from the date the other partners become aware of the violation of the prohibition on competition but not longer than three years from violation of the prohibition on competition. The general limitation period shall apply to a claim for compensation of damage. § 97. Profit and loss (1) The annual report shall be approved by the partners. The amount of the share of profit to be distributed among the partners shall be decided by the partners after the end of the financial year on the basis of the annual balance sheet. (2) Each partner shall receive a part of the share of profit to be distributed corresponding to the amount of the contribution of the partner unless the partnership agreement prescribes otherwise. (3) If a partner has not paid the contribution, the contribution shall be recovered from the share of profit apportioned to the partner. (4) Losses shall be covered by the partners in proportion to their contributions unless the partnership agreement prescribes otherwise. Next: Relations of General Partnership with Third Persons Up: General Partnership Previous: Definition and Foundation of General Partnership

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