Company name

1. Definition (Art.172)
Company name

 Contains
- At least 2 unlimited liability partners
- May have Limited liability partners (in
order to have more capital for the
company)
 A partnership shall have legal entity status.
 Partnerships may not issue any type of
securities.

2. Capital Contribution (Art173)
Company name

Unlimited Limited liability
• contribute liability partner partner
capital in
full and • The unpaid
on time •Compensate amount shall
for the be considered
as a debt.
damage
• may be
excluded
All

173) Company name . Capital distribution (Art. 2.

Company name 3 4 Assets of a Restrictions partnership on rights of general partners .

3.174 any business operations Other assets as provided for by law . Assets of partnership Company name Capital contributions by partners Created under Assets of the partnership's name Partnership Acquired from Art.

 May not transfer part or the whole of his/her capital contribution in the partnership to another person without the consent of other general partner .General partners cannot be owner of a private enterprise or general partners of other partnerships.  Cannot conduct the same business lines of the partnership whether on their behalf or others' behalf for their own benefits or benefits of other organizations or individuals. Restrictions on rights of general partners ( Art. 4.175) . Restriction Company name 4.

Rights B. 5.Obligations . Unlimited liability partners Company name A.

agreement or covenants . Unlimited liability partners Company name RIGHTS  Art.176 of the Law on enterprises: 1. To conduct business activities. to negotiate and sign contracts. 5.

to discuss and vote on matters of the company .176 of the Law on enterprises: 2. 5. Unlimited liability partners Company name RIGHTS  Art. To attend meetings.

5. . Unlimited liability partners Company name RIGHTS  Art. the company is required to refund the principal and interest.176 of the Law on enterprises: 3. To use the seal and assets of company for business activities If such partner advances his or her own money.

If damage is not caused by partner’s mistake. 5. To be distributed with profits in proportion . books of account … 6. Unlimited liability partners Company name RIGHTS  Art. he or she can claim compensation 5.176 of the Law on enterprises: 4. to inspect assets. To request the company to provide info on the business.

Unlimited liability partners Company name RIGHTS  Art. 8. . When an unlimited liability partner dies. his or her heir may enjoy the share after deduction of debts which the partner is responsible. 5. To be distributed with part of the remainder of the value of assets in proportion when the company dissolves or goes bankrupt.134 of the Law on enterprises: 7.

. he or she shall be responsible for compensation for damage caused by them.176 of the Law on enterprises: 1. diligently 2. Conduct the business activities honestly. Conduct the business activities strictly in accordance with law. company’s charter. Unlimited liability partners Company name OPLIGATIONS  Art. 5.

If he or she receives money from business activities but fails to pay to the company. Unlimited liability partners Company name OPLIGATIONS  Art. 5. . he or she has to pay compensation. Return to the company any amount of money or assets received. To not use the assets of company for his or her personal benefit 4.176 of the Law on enterprises: 3.

To submit regular truthful and accurate reports and results . Discharge in FULL debts of company 6.176 of the Law on enterprises: 5. 5. Unlimited liability partners Company name OPLIGATIONS  Art. To bear losses in proportion where the company suffer losses 7.

Has been excluded from the company 5. Other cases provided in the partnership’s charter . Withdraw capital 2. Missing or lose capacity for civil acts (what will happen to his assets) 4. 5. Die 3. Unlimited liability partners Company name TERMINATIONS  Art. 180: 1.

Unlimited Liability Partners Company name TERMINATIONS  General partner has the right to withdraw capital from the partnership if the Member’s Council so agrees Art 180 .

through inappropriate act causing serious damage to the interests of the partnerships and other partners 4.Restrictions with respect to rights of unlimited liability partners 3. Does not perform the obligations properly . Does not carry out the business activities truthfully and diligently. Unlimited liability partners Company name TERMINATIONS  Be excluded because: (art 180) 1. 5. Unable to contribute capital 2. Violates provisions o Art 175.

if the name of the partner has been used as part or the whole of the partnership’s name. such partner or his/her heir or at law representative may request the partnership to cease the use of such name . such partner shall still be jointly liable with all his/her assets for the partnership’s debts which arise prior to the date of termination of partner status  After termination of partner status. Unlimited Liability Partners Company name TERMINATIONS  during 2 years after termination of general partner status as provided.

6.Rights B.Obligations . Limited liability partners Company name A.

Other right provided by company charter Art 185 . donating. In case he/she dies. 6. Limited liability partners Company name RIGHTS  To attend meetings. change and supplementation of the rights and obligation of limited partners. contracts…  To transfer his/her capital contribution in the partnership to another person  To conduct the business lines of the partnership in his/her own name or in the another’s name  To dispose capital contribution by bequeathing. minutes. book of account. mortaging… in according with law and company’s charter. and other contents of the partnership’s charter which are directly related to his/her rights and obligation  To be annually distributed with profits in proportion  To be provided with the annual financial statements. reorganization and dissolution of the partnership. discuss and vote at Members’ Council on amendment and supplementation of the partnership’s charter. his/her heir shall replace him or her as limited partner of the partnership  To be distributed with part of the residual value of the partnership’s asset in proportion to capital contribution when the business go bankrupt.

Comply with charter and rules of company . Not to manage the company and conduct business activities of company 3. Limited liability partners Company name OPLIGATIONS 1. Liable for the debts to the extent of his or her contributed capital 2. 6.

177) Company name Chairman (unlimited liability partner) Unlimited Limited Unlimited Limited . 7. Member council (Art.

Member council (Art.177) Company name The right of Members’ council Req Important uest Unlimited issue: liability At least ¾ mee partner of ULP’s ting approval is Reso required lve all busi ness Other affai matters: rs At least 2/3 Righ of ULP’s t of approval is limit Article 140 required ed and Charter of part company ner . 7.

Admission new ULP Approvals for ULP to withdraw or exclusion of a partner Important issues: Decisions on investment projects (Clause 3 of article 135) Borrowing.177) Company name Development policies Amendments or additions to the charter. 7. Members council (Art. raising capital or providing loan at 50% charter capital of company Sale or purchase of asset valued at of more than charter capital of company Approve annual financial statement and profit distribution Decision on dissolution of company .

Convening meeting of the partner's council (Art. facsimile. 8. telephone. • Discussion document to resolve the important issues must be forwarded to all partners in advance. telex or other electronic means. .178) Company name Who have right to convene? • The chairman OR unlimited liability partner How to convene? • Notification shall be in form of written invitations.

Unlimited liability partners shall have the right a) To be legal representatives before the law b) To organize management of the daily business of the company. Management of partnership business (art 179) Company name 1. 9. c) All restrictions on general partners in conducting day-to-day business of the partnership shall only be effective to a third party if such party is aware of such restriction .

General Partner shall assign among them the tasks of management and control of the partnership. Management of partnership business Company name 2. 9. Decision approve by majority vote unlimited liability partner Tasks unlimited unlimited liability liability partner partner .

. 9. Management of partnership business Company name 3. unless such activities are approved by the other partners. Activities carried out by a partner beyond the registered lines of business of the company shall not fall within the partnership’s liability.

9. Management of partnership business Company name 4. The company may have bank account(s). Partners’ Council shall appoint the partner authorized to deposit or withdraw money from such accounts. .

Management of partnership business Company name 5. Chairman of the Partners’ Council. to sign decisions or resolutions of the Member' Council. b) To convene and organize meeting of the Member' Council. general director or director shall have following tasks: a) To manage and operate the daily business activities of the company in the capacity of an unlimited liability partner. . 9.

. Management of partnership business Company name 5. general director or director shall have following tasks: (cont.) c) To allocate tasks. co-ordinate business activities among the unlimited liability partners. Chairman of the Partners’ Council. 9.

) d) To organize. vouchers and other documents of the company fully and truthfully in accordance with law. 9. Chairman of the Partners’ Council. . general director or director shall have following tasks: (cont. arrange and store books of account. Management of partnership business Company name 5. invoices.

. Management of partnership business Company name 5. 9. f)To carry out other tasks as stipulated in the charter of the company. general director or director shall have following tasks: (cont. to represent the company as defendant or plaintiff in lawsuits. commercial disputes or other disputes.) e)To represent the company in relationship with state bodies. Chairman of the Members’ Council.

unless the Partners’ Council decides on a different time-limit. The company may admit new unlimited liability partners or limited liability partners. An unlimited liability partner or limited liability partner must contribute capital in full as undertaken to the company within 15 days from the approval date. Admission of new partner Company name 1. admission of new partners shall be approved by the Partners’ Council. 10. 2. Art 181 .

unless such partner and other partners have agreed otherwise. The new unlimited liability partner must be jointly liable for the debts and other property obligations of the company to the extent of all his assets. Admission of new partner Company name 3. Art 181 . 10.

Company name  ADVANTAGES VS. DISADVANTAGES .