A limited partnership is a rare form of partnership these days. However, it is present in many civil law systems. This form of company is mainly distinguished by its 2 categories of employees.
In the creation of a limited partnership, the number of partners must not be less than 2 persons. At least one of the employees is always responsible. This implies that other donors are only involved to the extent of their contribution. The collaborators who are always guarantors are natural persons and the owners can be legal entities or natural persons.
Speaking of legal personality, there is none, but the company has the ability to procure rights, to invest, to sue and be sued.
The process of creating a limited partnership is done by signing an agreement between collaborators.
This then shows:
For the registration in the RC, it is a mandatory step and it is different depending on the type of the company. Pour l’inscription au RC, c’est une étape obligatoire et elle est différente en fonction du type de la société. A record of the amount of funding must also be made. Each application is also signed by all employees. It is also important to put a deposit of the signature of the responsible employees.
When talking about the business name, the essential element is the surname of the owner. The art. 945, para. 1 CO indicates that it can be done with or without the first name of the owner. Apart from that, the art. 944 CO also indicates that attachments are allowed within the formation of business names. As for the share capital, the limited partnership is not subject to any limit.
To create a limited partnership, the shares are also to be taken into account. As such, there are no social rations, but rather required contributions. The contract then defines the sharing of gains and losses. It is also possible that the agreement envisages the payment of benefits on the resources of each collaborator. As for the limited partnership, it is defined in the company’s agreement.
Articles are not required in a limited partnership. Nonetheless, signing a corporate contract helps determine the distribution of the company’s profits.
Speaking of decisions to be made in the company, they are in default of the constraints of the partnership. The voting method is carried out according to the company agreement.
About management, it is guaranteed by the responsible collaborators. The same applies to the representation of the company. It is still possible for a limited partner to represent the company provided that he or she is designed as a faculty or business representative.
For liability, employees are permanently liable for the company’s debts. In this context, it is the social goods that first respond. The sponsor enters the scene and responds until the placement rivalry is recorded in the RC. This includes the previous liabilities, except: his name which is registered in the company name, his conclusion of business for the company without making a declaration, as well as his definition of the business before being noted in the RC.
For the rights and obligations of employees, the owner has earnings similar to those of a responsible employee, the payment of expenses and fees. Each partner also has the possibility to control the accounts. For responsible employees, they have the ability to manage and represent themselves.
Regarding taxation, it concerns the individual dependence of employees and creditors. For the dissolution, the arrangements determining the general partnership are adapted to the resolution and placement of the limited partnership, but also to the invalidation of the actions against the employees.
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