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§ 450. Meaning of contribution
For the purposes of this chapter, the contribution of a partner of a general partnership or limited partnership shall be deemed to be a share.
§ 451. Content of division agreement
- (1)
- If a recipient company is a general partnership or limited partnership, the division agreement shall, in addition to the provisions of subsection 435 (1) of this Code, set out with regard to each partner or shareholder of the company being divided whether the partner or shareholder will become a general partner or limited partner of the recipient company and the amount of the contribution of the partner or shareholder.
- (2)
-
If a limited partner of a limited partnership, a shareholder of a private limited company or a shareholder of a public limited company being divided opposes the division resolution, the recipient company shall be a limited partnership, and the opposing limited partner, shareholder of the private limited company or shareholder of the public limited company shall become a limited partner of the recipient company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 452. Division report
A division report need not be prepared if all partners of the general partnership or limited partnership being divided are managing partners of the company.
§ 453. Division resolution
- (1)
- A division resolution shall be adopted if all the partners vote in favour.
- (2)
-
A partnership agreement may prescribe that the division resolution shall be adopted if more than two-thirds of the partners vote in favour. If a partner of the general partnership or a general partner of a limited partnership being divided opposes the division resolution, the partner or general partner shall become a limited partner of a recipient limited partnership.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- If a division resolution may be made by a majority vote pursuant to the partnership agreement, a partner may demand an audit of the division agreement at the expense of the company.
§ 454. Liability of partners
- (1)
-
If, upon distribution of a general partnership or limited partnership, a recipient company is a limited partnership, private limited company or public limited company, a general partner shall be liable for the obligations of the company being divided for which the due date for performance has arrived or will arrive within five years after entry of the division in the commercial register of the seat of the company being divided.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- If a recipient company is a limited partnership in which a general partner of the company being divided is to become a general partner, the liability restriction prescribed in subsection (1) of this section shall not apply with regard to the general partner.
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