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General Partnership

TITLE IV. GENERAL PARTNERSHIP

Art. 280. – Nature of general partnership.

1.    A general partnership consists of partners who are personally, jointly, severally and fully liable as between themselves and to the partnership for the partnership firm’s undertakings. Any provision to -the contrary in the partnership agreement shall be of no effect with regard to third parties.
2.    Where the partnership is a commercial partnership, each partner shall have the status of a trader.
3.    The partnership shall have a firm-name.
4.    The provisions of Art. 282 shall apply where partnership shares are assigned or transferred.

Art. 281. – Firm-name.

1.    The firm-name shall consist of the names of at least two of the partners followed by the words “General partnership,” and may not contain names of persons who are not partners.
2.    Where a partner who is mentioned in the firm-name ceases to be a partner, the firm-name shall be changed accordingly.
3.    Where a person not being a partner permits his name to be used in the firm-name, he shall be liable as a full partner.

Art. 282. – Rules concerning shares.

1.    A share may be assigned or transferred where all the partners agree.
2.     The memorandum of association may provide that approval shall be given by a majority of the partners.
3.    Unless the firm’s creditors agree, a partner who has assigned his share shall be liable for the firm’s debts up to the date of assignment.

Art. 283. – Granting of beneficial interest in share to third party.

1.    A partner may without approval grant to a third party the beneficial rights and interests in his share.
2.    Such grant shall not bind the partnership.
3.    The third party has none of the rights of a partner.

Art. 284. – Memorandum of association.

The memorandum of association shall be drawn up by the partners. It sha1l contain:
1.    the name, address and nationality of each partner;
2.    the firm-name;
3.    the head office and branches, if any;
4.    the business purposes of the firm;
5.    the contributions of each partner, their value and the method of valuation;
6.    the services required from persons contributing skill;
7.    the share of each partner in the profits and in the losses and the agreed procedure for allocation;
8.    the managers and agents of the firm;
9.     the period of time for which the partnership has been established.

Art. 285. – Publication of notice and registration.

1.     A notice published under Art. 219 (2) (a) and 220 shall contain the particulars specified in Art. 284 (1) – (6), (8) and (9).
2.    The same particulars shall appear on the application for registration in the commercial register. The application shall be signed by the manager or a person acting on his behalf.

Art. 286. – Undertaking of partnership.

The partnership may acquire rights and liabilities and sue or be sued under its firm-name.

Art. 287. – Administration of partnership.

1.    The partnership shall be administered by one or more managers who may or may not be partners.
2.    Where no manager is appointed, each partner shall be a manager.

Art. 288. -More than one manager.

1.    Where all the partners are managers, or where several persons have been appointed managers and their duties have not been specified, or it has not been specified that they act jointly, they may each carry out acts of management.
2.    Where the memorandum provides for the separation of duties of the mangers, such separation shall only affect third parties where it has been entered in the commercial register or if it is shown that the third parties were aware of such separation.
3.    Each manager may object to dealings contemplated by other managers. Such objection shall be decided on by a majority vote of all the partners.

Art. 289. – Scope of duties of managers.

1.    Managers may, in accordance with the law, act for and bind their firm
2.    Any provisions restricting the extent of these powers shall only affect third parties where such provisions have been entered in the commercial register or if it is shown that the third parties were aware of such provisions.

Art. 290 – Manager’s exercise of powers.

1.    Where a manager acts in the firm-name for his own profit, the partnership shall be liable to third parties in good faith. Where it is shown by the firm that the third party was aware of the improper use of the firm-name by the manager, the manager alone shall be liable.
2.    Where a manager deals with a third party without using the firm-name, he shall be deemed to have acted on his own behalf. The firm shall be liable where the third party can show that the manager was transacting business for the firm.
3.    A manager who acts outside the scope of his employment shall alone be liable.

Art. 291. – Dealings with the partnership.

Except with the special approval of the partners, a manager may not have dealings with the firm on his own behalf.

Art. 292. – Restrictions on private trade.

1.    Unless otherwise agreed, no partner may carry out transactions on behalf of a third party or on his own behalf which relate to business carried on by his firm, nor may he be a partner with joint and several liability in the management of a firm carrying on similar business.
2.    An unlimited agreement under sub-article (1) shall be valid for one year only.

Art. 293. – Dismissal of manager.

1.    A manager appointed in the memorandum of association or following an amendment of the memorandum may only be dismissed by the court for good cause.
2.    A manager not appointed as provided in sub-art. (1) may be freely dismissed by the partners.

Art. 294. – Liability of partners.
No action may be taken against individual partners for debts due by the partnership until after payment has been demanded from the partnership: Provided that an action for the repayment of fictitious dividends may be brought directly against individual partners.

Art. 295. – Other provisions applicable.

The provisions of Art. 227-232, 233 (1) , 235, 248, 249, 258, 260, 267-270 of this Code shall apply to general partnerships.