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Limited partnership can exclude a co-partner
Limited partnership can exclude a co-partner
The adoption of resolutions by the other partners is necessary to evoke the exclusion of a co-partner from a limited partnership, along with the explanation to the co-partner.
Cologne,
Nordrhein-Westfalen,
Germany
(prbd.net)
22/10/2012
http://www.grprainer.com/en/Kommanditgesellschaft-KG-/-Limited-Partnership.html The adoption of resolutions by the other partners is necessary to evoke the exclusion of a co-partner from a limited partnership, along with the explanation to the co-partner.
GRP Rainer Lawyers Tax Advisors, Cologne, Berlin, Bonn, Düsseldorf, Hamburg, Munich, Stuttgart, Frankfurt www.grprainer.com elaborate: If the partnership contract of a limited partnership determines that a co-partner needs to leave the partnership, or should the remaining partners want his withdrawal for important reasons by declaring this to him, then this clause needs interpretation. The Federal Court of Justice ruled on the 6/21/2011 (File number: II ZR 262/09) about the exclusion of a co-partner from a limited partnership. The outcome in this case can be that the co-partners need to make a united determination and issue an exclusion declaration towards him.
Through co-partners, by a clause in the contract an arrangement for the exclusion for important reason can occur instead of the exclusion intended in the code of commercial law of a companion by judicial decision. Such an arrangement is usually allowed. The outcome of such a decision becomes effective with pronunciation of the exclusion explanation towards the companion to be excluded.
The limited partnership is a personal company. It is formed similar to the open trading company (OHG). However, the biggest and most important distinction to the OHG consists in the fact, that there is at least one general partner, as well as at least one limited partner.
General partners are liable for the obligations of the society personally and without limitation. The limited partner must usually 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 at his entry to the society.
The amount of general partners to limited partners within a society is variable by choice. 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 company law can help you with 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.
http://www.grprainer.com/en/Kommanditgesellschaft-KG-/-Limited-Partnership.html
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Lawyers and tax advisors GRP Rainer http://www.grprainer.com/en/ international German law firm counsels on business law, commercial law, corporate and distribution law. The firm advises companies, corporations and mid-sized businesses from offices in Berlin Bonn Cologne Duesseldorf Frankfurt Hamburg Munich Stuttgart, Germany and London, UK. Contact: GRP Rainer LLP Hohenzollernring 21-23 50672 Cologne Germany T +49-221-2722750 law@grprainer.com http://www.grprainer.com/en/
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