Co-partner of a limited partnership can be excluded
Along with the explanation to the co-partner, it requires the adoption of resolutions by the other partners to evoke the exclusion of a co-partner from a limited partnership.
GRP Rainer Lawyers Tax Advisors, Cologne, Berlin, Bonn, Düsseldorf, Hamburg, Munich, Stuttgart, Frankfurt www.grprainer.com elaborate: The Federal Court of Justice judgment of the 6/21/2011 (File number: II ZR 262/09) decides about the exclusion of a co-partner from a limited partnership. If the partnership contract of a limited partnership renders, that a co-partner needs to retire, or should the remaining partners want his elimination, for important reasons, by declaring this to him, then this clause is interpretation-needy. The result in this case can be that the co-partners need to make a united decision and issue an exclusion declaration towards him.
Instead of the exclusion intended in the code of commercial law of a companion for important reason by judicial decision, an arrangement can occur through co-partners, by a clause in the contract for the exclusion. This is basically allowed. The effectiveness of such a decision enters with access of the exclusion explanation towards the companion to be excluded.
The limited partnership is a personal society. It is formed like the open trading company (OHG). However, the biggest and most important difference to the OHG consists in the fact, that there is at least one general partner, as well as, at least one limited partner.
The limited partner must, basically, answer only to the height of an agreed liability sum for obligations of the society. Often it corresponds to the liability sum of a limited partner, which was paid by his entry to the society. General partners, however, are liable for the obligations of the society personally and without limitation.
The number of general partners to limited partners within a society is arbitrarily variable. Many general partners can take part in one single limited partnership and theoretically indefinitely. The limited partnership underlies the regulations of the Civil Code and the trade law code (HGB).
A lawyer who is active in limited partnership law can support you in the start-up process, with various liability questions for the partnership, as well as with the decision to enter into a limited partnership and with questions regarding the exclusion of individual co-partners from the society.
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