SIMPLE, GENERAL, LIMITED PARTNERSHIPS

Transcription

1 SIMPLE, GENERAL, LIMITED PARTNERSHIPS

2 General remarks No corporate model Liability of members Every member having unlimited liability is director and has the power of legal representation Unanimous consent to amendments 2

3 SIMPLE PARTNERSHIP GENERAL PARTNERSHIP LIMITED PARTNERSHIP 3

4 APPLICABLE RULES SIMPLE PARTNERSHIP GENERAL PARTNERSHIP LIMITED PARTNERSHIP 4

5 SIMPLE PARTNERSHIP General remarks Contributions Participation in profits and losses Management Representation Liability 5

6 SIMPLE PARTNERSHIP GENERAL REMARKS No commercial business No particular requirements of form for the deed of incorporation Amendments only unanimously 6

7 SIMPLE PARTNERSHIP CONTRIBUTIONS TANGIBLE ASSETS ENJOYMENT OF RIGHTS RECEIVABLES WORK 7

8 SIMPLE PARTNERSHIP PARTICIPATION IN PROFITS AND LOSSES Articles of association limits Proportional Equally Leonine pact 8

9 SIMPLE PARTNERSHIP MANAGEMENT Unlimited liability = management and representative Jointly or severally Powers and duties MEMBERS SUPERVISION 9

10 SIMPLE PARTNERSHIP REPRESENTATION Every managing partner Object Limits/revoke: 1396 c.c. 10

11 SIMPLE PARTNERSHIP LIABILITY Partnership s creditors partners Some or all partners? 2267 c.c. Beneficium excussionis (2268 c.c.) New partner? Partner s creditor 11

12 GENERAL PARTNERSHIP GENERAL REMARKS REPRESENTATION PROFITS AND LOSSES LIABILITY 12

13 GENERAL PARTNERSHIP GENERAL REMARKS Rules of SIMPLE PARTNERSHIP are applicable Entry in the Business Register what happens if not? 2297 C.C. Article of incorporation Non-compete obligation (2301) 13

14 GENERAL PARTNERSHIP REPRESENTATION General Limits 14

15 GENERAL PARTNERSHIP PROFITS AND LOSSES LIMITS 15

16 GENERAL PARTNERSHIP LIABILITY Of partners: beneficium excussionis ( simple partnership) Partner s creditor NO ENTRY IN THE BUSINESS REGISTER: general partnership irregular consequences? 16

17 LIMITED PARTNERSHIP PARTNERS, MANAGEMENT AND LIABILITY GENERAL REMARKS 17

18 LIMITED PARTNERSHIP PARTNERS, MANAGEMENT AND LIABILITY PARTNERS HAVING UNLIMITED LIABILITY PARTNERS HAVING LIMITED LIABILITY 18

19 LIMITED PARTNERSHIP PARTNERS HAVING UNLIMITED LIABILITY Manage the partnership Are personally, jointly and severally liable 19

20 LIMITED PARTNERSHIP PARTNERS HAVING LIMITED LIABILITY Don t manage the partnership Are liable only for the contributions 20

21 LIMITED PARTNERSHIP WHAT HAPPENS IF PARTNERS HAVING LIMITED LIABILITY manage the partnership or let their name been filed in the partnership s name? THEY HAVE UNLIMITED LIABILITY FOR ALL THE DEBTS 21

22 LIMITED PARTNERSHIP GENERAL REMARKS Applicable rules of general and simple partnerships Sale of the quota 22

23 PARTNERSHIPS LIMITED BY SHARES JOINT STOCK COMPANY 23

24 WINDING-UP CAUSES Term expiry The purpose of the partnership is realised or there is the ascertained impossibility of its realisation Decision of the partners Sole partner Causes in articles of association 24

25 WINDING-UP Common rules Managing partners > only urgent acts Liquidators 25

26 TERMINATION OF THE PARTICIPATION DEATH WITHDRAWAL EXCLUSION 26

27 TERMINATION OF THE PARTICIPATION DEATH ARTICLES OF ASSOCIATION LEGAL RULES PAY OFF THE QUOTA TO THE HEIRS WINDING-UP CONTINUATION 27

28 TERMINATION OF THE PARTICIPATION WITHDRAWAL UNLIMITED TERM (OF THE PARTNERSHIP) LIMITED TERM 3 MONTHS NOTICE ONLY IF JUST CAUSE 28

29 TERMINATION OF THE PARTICIPATION EXCLUSION Failure to fulfill obligations Disqualified/ debarred Contributions impossible Bankrupt declaration The creditors have obtained the liquidation 29

30 TERMINATION OF THE PARTICIPATION EXCLUSION Majority of partners Notification Possible opposition 30

31 TERMINATION OF THE PARTICIPATION LIQUIDATION OF THE QUOTA Determined on the basis of the financial situation of the partnership on the winding up date 31

32 De facto partnership Vs Hidden partnership Vs Apparent partnership 32