Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of
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Chapter 1General ProvisionsSection 77. Definition of a General Partnership(1) A general partnership is a partnership, the purpose of which is the performance of commercial activities utilising a joint firm name, and in which two or more persons (members) have united, on the basis of a partnership agreement, without limiting their liability against creditors of the general partnership. (2) The Civil Law provisions regarding partnership contracts shall be applied to a general partnership (hereinafter in this Division – partnership), insofar as this Chapter does not specify otherwise.
Section 78. Application for Registration in the Commercial Register(1) The information referred to in Section 8 of this Law shall be indicated in an application to register a partnership in the Commercial Register. (2) The legal address of a partnership shall be considered to be the address of the place where the management of the partnership is located (the headquarters of the partnership). Changes of the legal address shall be notified to the Commercial Register for registration. (21) A consent issued by the owner of the immovable property (building or apartment property) for registration of the legal address of a partnership in the relevant building or apartment property shall be appended to the application. The cadastre number of the immovable property, the given name, surname and personal identity number or name (firm name) and registration number of the owner shall be indicated in the consent. If the application is signed by a person to whom the immovable property indicated in the legal address belongs, a consent need not be submitted. (3) Changes in the firm name of the partnership shall be notified to the Commercial Register for registration, as well as new members joining the partnership. (4) All members of the partnership have a duty to sign the applications referred to in Paragraphs one, two and three of this Section. (5) [15 April 2010]
Chapter 2Interrelationships between Members Section 79. Partnership AgreementThe interrelationships between the members of a partnership shall be considered in accordance with the provisions of the partnership agreement. If there are no such provisions, the provisions of Sections 80–88 of this Law shall be applicable. Section 80. Reimbursement of Expenditures and Losses (1) If a member of a partnership, when handling partnership matters, covers necessary expenditures on his or her own account or suffers losses which directly arise from the record-keeping of the partnership or with the risk associated with it, the partnership has an obligation to reimburse such expenditures and losses. (2) In reimbursing expenditures and losses, a partnership has an obligation also to pay interest at the legal rate, which shall be calculated from the time the expenditures and losses referred to in Paragraph one of this Section were incurred. Section 81. Duty of Members of a Partnership to Pay Interest (1) If a member of a partnership has failed to pay his or her money contribution within a specified period of time, or has not, in a specified period of time, transferred money collected to the cashier’s office of the partnership, or also has taken money from the cashier’s office of the partnership without authorisation, he or she has the duty to pay interest at the legal rate from the day when the payment of the contribution had to be made or when the money was to be transferred, or also when the money was taken without authorisation. (2) The payment of interest does not release the member of a partnership from a duty to reimburse losses. Section 82. Prohibition of Competition(1) A member of a partnership may not, without the consent of the rest of the members, conclude transactions in the sector of commercial activities of the partnership or be a member with full liability in another partnership which performs the same commercial activities. (2) Consent to participation in the other partnership referred to in Paragraph one of this Section, shall be deemed to have been given if, when the partnership was founded, the rest of the members had known of such participation in another partnership and they did not specifically object to it. (3) If a member of the partnership violates the provisions in Paragraph one of this Section, the partnership has the right to request reimbursement of losses or the recognition of the relevant transactions as concluded in the name of the partnership, and the income gained or the right to claim such be transferred to the partnership. The rest of the members of the partnership shall decide in respect of bringing such actions. (4) The statute of limitation period for claims referred to in Paragraph three of this Law shall be three months from the day when the rest of the members of the partnership discovered about the violation against the prohibition of competition, but not later than within five years from the day of the commission of the violation.
(2) If, in accordance with the partnership agreement, the management of the partnership is entrusted to one member of the partnership or to several members of the partnership (managers), the rest of the members shall not participate in the management of the partnership. (3) If the management of the partnership is entrusted to all or several members, then each of them has the right to act individually. Individual action shall not be allowed if another manager objects to it. (4) If it is specified in the partnership agreement that members, to whom the management of the partnership has been entrusted, may act only jointly, for each transaction the consent of all the managers shall be necessary, unless a risk of delay exists. Section 84. Scope of Management Powers (1) The scope of partnership management powers shall include any actions, which are associated with the usual commercial activities performed by the partnership. (2) The consent of all the members of a partnership shall be necessary for actions, which exceed the usual commercial activities performed by the partnership. (3) A procuration may be issued only with the consent of all the managers of a partnership, unless a risk of delay exists. The procuration may be revoked by any manager of a partnership.
(2) A gross violation in the performance of duties as well as an inability to properly conduct the management of the partnership shall be especially considered to be good cause. Section 86. Control Rights of Members (1) All members of a partnership at any time may ascertain the course of partnership matters, become acquainted with the accounting and other documents of the partnership, as well as prepare for themselves a report regarding the state of partnership property, balance sheets and annual accounts. (2) Agreements, which are in contradiction to Paragraph one of this Section shall be void. |