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§ 113. Basis for liquidation
A general partnership shall be liquidated upon dissolution unless otherwise provided by law.
§ 114. Appointment of liquidators
- (1)
- The liquidators of a general partnership shall be the partners unless the partnership agreement or a resolution of the partners prescribes otherwise. The legal successors of a partner shall appoint one liquidator to jointly represent them.
- (2)
- Upon agreement of the partners, a third person may be appointed as a liquidator. At the request of a partner, a court may, with good reason, appoint a person who is not a partner as a liquidator.
- (3)
- Upon the bankruptcy of a partner, the trustee in bankruptcy shall participate in the liquidation instead of the partner.
- (4)
- (Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (5)
- The partners shall specify the procedure for and amount of remuneration of liquidators. If the partners do not reach an agreement on the procedure for and amount of remuneration, a court may be requested to specify them.
§ 115. Removal of liquidators
- (1)
- The partners may remove a liquidator if all partners vote in favour of the removal.
- (2)
- A court may remove a liquidator with good reason on the petition of a partner or other interested person.
§ 116. Entry of liquidator
- (1)
- The partners shall submit a joint petition for entry of the liquidators in the commercial register. Specimen signatures of the liquidators shall be appended to the petition.
- (2)
- The appointment or removal of a liquidator on the basis of a court judgment shall be entered in the commercial register by the registrar on the basis of the court judgment.
- (3)
- The names, residences and personal identification codes of the liquidators shall be entered in the commercial register.
§ 117. Rights and obligations of liquidators
- (1)
- The liquidators shall terminate the activities of the general partnership, collect debts, sell the assets of the general partnership and satisfy the claims of creditors.
- (2)
- The liquidators only have the right to conclude transactions which are necessary for liquidation of the general partnership.
- (3)
- The liquidators shall represent the general partnership.
- (4)
- If the general partnership has several liquidators, the liquidators only have the right to represent the general partnership jointly. The liquidators may authorise one or several from among themselves to perform a certain transaction or certain type of activity.
- (5)
- A restriction on the authority of the liquidators shall be invalid with regard to third persons.
- (6)
- During a liquidation proceeding, the notation likvideerimisel [in liquidation] shall be appended to the business name of the general partnership.
§ 118. Balance sheets
The liquidators shall prepare a balance sheet upon commencement of liquidation and upon completion of liquidation.
§ 119. Distribution of assets of general partnership
Ater satisfaction of the claims of creditors, the liquidators shall distribute the remaining assets among the partners corresponding to the contributions of the partners unless the partnership agreement prescribes otherwise.
§ 120. Liability of partners upon liquidation of general partnership
- (1)
- If the assets of a general partnership are not sufficient to cover the claims of creditors, the partners shall be liable for the obligations of the general partnership in proportion to the amounts of their contributions unless the partnership agreement prescribes otherwise.
- (2)
- If the part to be paid by a partner provided for in subsection (1) of this section cannot be collected from a partner, the other partners shall cover the deficit in proportion to their contributions unless the partnership agreement prescribes otherwise. The partner whose part of the debt is paid by the other partners shall compensate this part of the debt to them.
- (3)
- If the claims of creditors can also not be satisfied pursuant to the procedure provided for in subsection (2) of this section, the liquidators shall submit a bankruptcy petition for the general partnership.
- (4)
- The provisions of § 101 of this Code shall apply to the right of a creditor to demand satisfaction of the creditors claim.
§ 121. Relations among partners and relations with third persons
During liquidation, the provisions of §§ 85-102 of this Code shall apply to relations among partners and to relations between the general partnership and third persons. 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 unless the provisions for liquidation provide otherwise.
§ 122. Deletion from commercial register and deposit of documents
- (1)
- After completion of liquidation, the liquidators shall submit a petition to the commercial register for deletion of the general partnership from the commercial register. The final balance sheet shall be appended to the petition.
- (2)
-
The liquidators shall deposit the documents of the general partnership with a liquidator or an archives. If the liquidators do not appoint a depositary of documents, a court shall appoint one.
(25.03.98 entered into force 01.05.98 - RT I 1998, 36/37, 552)
- (3)
-
The name, residence or seat, and personal identification code or registry code of the depositary of documents shall be entered in the commercial register on the petition of the liquidators or, in the case of a court-appointed depositary, on the basis of the court judgment. Upon a change of depositary, the transferor shall notify the registrar before the transfer in order to allow for the entry of new information in the register.
(25.03.98 entered into force 01.05.98 - RT I 1998, 36/37, 552; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (4)
- Partners and their successors have the right to examine and use deposited documents. Third persons may examine the documents only if they have a legitimate interest.
- (5)
-
A general partnership is responsible for the preservation of documents created or received as a result of its activities during the term prescribed by law. Upon liquidation of a general partnership, the documents of the general partnership which are to be preserved may be transferred to an archives upon agreement with the archives. Upon a transfer of documents to an archives, the responsibility for preservation of the documents transfers to the archives.
(25.03.98 entered into force 01.05.98 - RT I 1998, 36/37, 552)
§ 123. Distribution of assets without liquidation proceeding
If the partners decide to dissolve the general partnership without a liquidation proceeding, the claims of a third person shall be satisfied pursuant to the provisions for liquidation of the general partnership. A majority of over three-quarters of the votes of the partners is required to adopt a resolution on dissolution without a liquidation proceeding unless the partnership agreement prescribes a greater majority requirement.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 124. Claims asserted against partner
If a general partnership is dissolved, a partner shall be solidarily liable with the other partners for the obligations of the general partnership for five years after dissolution of the general partnership. Agreements which derogate from this requirement shall not be applicable with regard to third persons.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
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