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§ 103. Bases for dissolution of general partnership and continuation of activities
- (1)
-
A general partnership shall be dissolved:
- 1)
- by a resolution of the partners;
- 2)
- by a court judgment;
- 3)
- upon expiry of a term or achievement of an object;
- 4)
- on another basis provided by law.
- (2)
- The partnership agreement may prescribe that the general partnership shall also be dissolved upon departure of a partner from the general partnership, the bankruptcy of a partner or upon the death of a partner who is a natural person, or dissolution of a partner who is a legal person.
- (3)
- If dissolution of the general partnership is prescribed by the partnership agreement or if the general partnership is dissolved upon expiry of a term or achievement of an object, the partners may decide on continuation of the activities of the general partnership, or on merger, division or transformation of the general partnership. A resolution on continuation of activities shall be adopted if more than three-quarters of the votes of the partners are in favour unless the partnership agreement prescribes a greater majority requirement.
- (4)
- The partners shall submit a joint petition for entry of the continuation of activities in the commercial register. The resolution on continuation shall enter into force as of its entry in the commercial register.
§ 104. Dissolution of general partnership by resolution of partners
A general partnership may be dissolved by a resolution of the partners if more than three-quarters of the votes of the partners are in favour unless the partnership agreement prescribes a greater majority requirement.
§ 105. Dissolution of general partnership by court judgment
- (1)
- At the request of a partner, a court may decide on dissolution of the general partnership if there is good reason. The primary good reason shall be non-performance of a material obligation by a partner or the impossibility of its performance.
- ((2)
- An agreement which is in conflict with the provisions of subsection (1) of this section shall be void.
§ 106. Successor joining general partnership
- (1)
- Upon the death of a partner, his or her successors have the right to join the general partnership if prescribed by the partnership agreement or if all the partners agree to it.
- (2)
- If the partnership agreement prescribes that only one successor may become a partner but neither this person nor the procedure for selecting him or her is specified, the person may be specified by the will of the bequeather. The partnership agreement may prescribe that a successor may join the general partnership only with the consent of the other partners.
- (3)
- Upon the consent of the other partners, a successor or successors may be granted the status of a limited partner by which the general partnership shall be deemed to be transformed into a limited partnership. A partner who is a successor has the right to the same share of profit as the deceased general partner. The partnership agreement may prescribe a reduction in the share of profit of a successor if the share of profit of the bequeather was increased in consideration of his or her activities or increased responsibility.
- (4)
-
If a successor does not wish to or cannot join the general partnership or if the partners do not agree to the successor joining the general partnership, the successor has the right to receive a share of the compensation, corresponding to his or her share of the succession, which the deceased partner would have received upon departure from the general partnership.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (5)
- If one of the successors joins the general partnership, the corresponding share of the compensation which the deceased partner would have received shall be taken into account in calculating the successors share of the succession.
- (6)
- A successor may submit a petition to join the general partnership within three months from the date the successor becomes aware of the successors right of succession.
- (7)
- If a partner who is a successor departs or is excluded from the general partnership, or the general partnership is dissolved, or the partner is given the status of a limited partner during the term specified in subsection (6) of this section, the partner who is a successor shall be liable for the obligations of the general partnership which exist at that moment to the extent of his or her share of the succession.
§ 107. Departure of partner from general partnership
A partner may depart from the general partnership at the end of the financial year by giving at least six months advance notice thereof unless the partnership agreement prescribes a shorter term.
§ 108. Exclusion of partner on petition of other partners
If the bases for dissolution of a general partnership provided for in § 105 of this Code become evident, a court may, on the petition of the other partners, decide on exclusion from the general partnership of the partner who caused these circumstances.
§ 109. Exclusion of partner on petition of creditor
If satisfaction of the claim of a creditor of a partner from the assets of the partner is unsuccessful, the creditor of the partner may request that a court exclude the partner from the general partnership and that the claim of the creditor be satisfied from the compensation payment to be paid.
§ 110. Assumption
If a general partnership has two partners and one of them has left or is excluded from the general partnership pursuant to §§ 107-109 of this Code, a court may, on the petition of the other partner, decide that this partner shall continue activities as the legal successor of the general partnership as a sole proprietor and that the general partnership shall be dissolved without liquidation.
§ 111. Compensation
- (1)
- Upon departure or exclusion of a partner from the general partnership, the partner shall be paid as compensation the share of the assets of the general partnership which the partner would receive if the company were dissolved on the date of departure or exclusion of the partner. The partnership agreement may prescribe a different procedure for the calculation of compensation.
- (2)
- Compensation shall be paid not later than six months after departure or exclusion of the partner unless otherwise agreed. Compensation shall be paid with interest in an amount provided by law.
§ 112. Making of entry concerning dissolution of general partnership and exclusion of partner
The partners shall submit a joint petition for entry of the dissolution of the general partnership in the commercial register. An entry concerning the exclusion of a partner shall be made on the basis of a court judgment.
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