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§ 98. Representation of general partnership
- (1)
- Each partner may represent the general partnership in all legal acts unless the partnership agreement prescribes otherwise.
- 2)
- The partnership agreement may provide that the general partnership may be represented by all or some of the partners jointly. These partners may authorise one or several partners among themselves to perform a certain transaction or act. Each partner who grants an authorisation may cancel the authorisation. Joint representation shall apply with regard to third persons only if it is entered in the commercial register.
- (3)
- The managing partners may jointly grant the right of representation of the general partnership to a third person. Each managing partner may cancel the right granted to a third person.
- (4)
- A person entitled to represent the general partnership may represent the general partnership in all relations with third persons. A restriction on the right of representation shall be invalid with regard to third persons.
§ 99. Procurator of general partnership
A procurator of a general partnership shall be appointed jointly by the managing partners. Each managing partner may cancel the procuration.
§ 100. Taking away of right of representation
A court may take away the right of representation of a partner at the request of all the other partners if there is good reason. The primary good reason shall be non-performance of an obligation to a material extent by the partner or inability to represent the general partnership.
§ 101. Liability
- (1)
- A general partnership shall be liable for its obligations with all of its assets.
- (2)
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The partners shall be solidarily liable for the obligations of the general partnership with all of their assets. A partner may be required to perform obligations only in money.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- An agreement which is in conflict with the provisions of subsection (2) of this section shall not apply with regard to third persons.
- (4)
- A partner has the right to present all objections against the claim of a creditor which the partner may present themselves or which the general partnership could present. A partner shall not lose the right to the objections even if the general partnership waives them or recognises its obligation.
- (5)
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A partner may refuse to perform the obligations of the general partnership until a creditor has filed a claim against the general partnership which is not satisfied or as long as the general partnership has rights in respect of the creditor which may allow for the claim to be dismissed. Compulsory enforcement shall not be imposed on a partner pursuant to an enforcement document against the general partnership.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 102. Liability of partner joining or departing from general partnership
- (1)
- A person who becomes a partner of a general partnership shall also be liable for the obligations of the general partnership which arose before the person became a partner.
- (2)
-
A former partner of the general partnership shall also be solidarily liable with the other partners for an obligation of the general partnership which arose before entry of the departure or exclusion of the partner in the commercial register if the due date for performance of the obligation has arrived or arrives within five years after departure or exclusion.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- An agreement which is in conflict with the provisions of subsections (1) or (2) of this section shall not apply with regard to third persons.
- (4)
- (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
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