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§ 125. Definition of limited partnership
- (1)
- A limited partnership is a company in which two or more persons operate under a common business name, and at least one of the persons (general partner) is liable for the obligations of the limited partnership with all of the general partners assets, and at least one of the persons (limited partner) is liable for the obligations of the limited partnership to the extent of the limited partners contribution.
- (2)
- The provisions concerning general partnerships shall apply to limited partnerships unless otherwise provided for in Part V of this Code.
- (3)
- A share certificate shall not be issued with regard to a limited share.
§ 126. Partner
The provisions concerning partners of general partnerships shall apply to general partners and limited partners unless otherwise provided for in Part V of this Code.
§ 127. Petition for entry in commercial register and publication of register entry
- (1)
- In addition to the provisions of § 83 of this Code, the amount of the contribution of a limited partner, which shall be entered in the commercial register, shall be set out in a petition for entry in the commercial register.
- (2)
- Upon publication of an entry concerning a limited partnership, only the number of limited partners and the total amount of the contributions of the limited partners shall be published.
§ 128. Management
- (1)
- A limited partner shall not have the right to manage the limited partnership (§ 88) unless the partnership agreement prescribes otherwise.
- (2)
- A limited partner shall participate as a general partner in the decision-making of the partners of the limited partnership.
§ 129. Prohibition on competition
The provisions of §§ 95 and 96 of this Code shall apply to a limited partner only if the limited partner is granted the right to manage the limited partnership by the partnership agreement.
§ 130. Right of limited partner to information
A limited partner has the rights specified in § 94 of this Code.
§ 131. Representation of limited partnership
- (1)
- A limited partner shall not have the right to represent the limited partnership unless the partnership agreement prescribes otherwise. The provisions of subsection 98 (3) of this Code shall apply to the right of representation of a limited partner.
- (2)
- The right to represent the limited partnership granted to a limited partner shall be entered in the commercial register.
§ 132. Extent of liability of limited partner
- (1)
- A limited partner who has paid a contribution in full shall not be liable for the obligations of the limited partnership. If a limited partner has not paid a contribution in full, the limited partner shall be liable for the obligations of the limited partnership to the extent of the unpaid contribution.
- (2)
- If a contribution is refunded to a limited partner without observing the provisions of § 133 of this Code, the limited partner shall be liable for the obligations of the limited partnership to the extent of the refunded contribution.
- (3)
- The provisions of subsection (2) of this section shall also apply if a limited partner is paid the limited partners share of profit before the share of loss and contribution of the limited partner are covered.
- (4)
- An agreement which is in conflict with the provisions of this section and an agreement which exempts a limited partner from payment of a contribution shall not apply with regard to third persons.
§ 133. Reduction of contribution
- (1)
- The reduction of a contribution of a limited partner shall apply with regard to third persons as of entry in the commercial register.
- (2)
- The reduction of a contribution shall not apply with regard to a creditor whose claim against the limited partnership arises before entry of the reduction of contribution in the commercial register.
§ 134. Transformation
- (1)
- If a limited partner joins a general partnership or in the case provided for in subsection 106 (3) of this Code, the general partnership shall be deemed to be transformed into a limited partnership without dissolution. If all the limited partners depart or are excluded from a limited partnership and at least two general partners remain, the limited partnership shall be deemed to be transformed into a general partnership without dissolution.
- (2)
- Transformation shall be entered in the commercial register on the initiative of the registrar or on a petition of the general partnership.
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