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Limited Partnership

TITLE V. LIMITED PARTNERSHIP

Art. 296. – Nature of limited partnership.
A limited partnership comprises two types of partners: general partners in full liable personally, jointly and severally and limited partners who are only liable to the extent of their contributions.

Art. 297. – Firm-name.

1.    A limited partnership shall have a firm-name.
2.    This name shall consist of the names of the general partners, with the words “Limited Partnership” added.
3.    Where a limited partner allows his name to be included in the firm-name he shall be liable to third parties in good faith as though he were a general partner.

Art. 298. – Memorandum of association.

The memorandum of association shall contain the particulars required by, Art. 284 and particulars showing who are general or limited partners.

Art. 299. – 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) and 298.
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. 300. – General partners.

The general partners in a limited partnership shall have the same rights and obligations as partners in a general partnership and only they may be appointed managers.

Art. 301. – Limited partners.

1.    Action may be taken by a firm’s creditor to compel limited partners to subscribe their contribution.
2.    Limited partners need not repay dividends received by them in good faith after approval of the firm’s balance sheet.
3.    Limited partners may not act as managers even under a power of attorney. A limited partner who contravenes this rule shall be fully jointly and severally liable for any liabilities arising out of his activities. Where appropriate, he may be declared jointly and severally liable in respect of some or all the firm’s undertakings.
4.    A limited partner shall not be deemed to act as manager when he:

a.    consults with other partners;
b.    deals with the firm;
c.    investigates managerial acts;
d.    gives advice and counsel to the firm;
e.    gives permission to do acts outside the manager’s powers.
5.    Limited partners may be employed in the firm and bind themselves by contracts of employment.
6.    Limited partners may inspect the books of the firm and may call for the accounts.
7.    Unless otherwise agreed, nothing affecting a limited partner shall be a ground for dissolution.

Art. 302. -Assignment of shares.

Shares may not he assigned except with the agreement of the managers and the majority of the limited partners.

Art. 303. – Other provisions applicable.

Without prejudice to the provisions of the preceding Articles, the     provisions of Art. 227-232, 233 (1), 235, 248, 249, 258, 260, 262-270, 282, 283, 286- 291, 293 and 294 shall apply to limietd partnerships.