Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of

Section 96. Liability of a New Member of a Partnership

(1) A member of a partnership, who joins an already existing partnership, shall be solidarily liable with rest of the members of the partnership in accordance with the provisions of Sections 94 and 95 of this Law also regarding those obligations of the partnership which were incurred before he or she joined the partnership.

(2) Agreements, which are in contradiction to Paragraph one of this Section, shall be void as to third parties.

Chapter 4

1) when the time for which it was founded has ended;

2) by a decision of the members of the partnership;

3) with the commencement of bankruptcy procedures; or

4) by a court adjudication.

(2) If it is not specified otherwise in the partnership agreement, the basis of a withdrawal of a member of a partnership shall be:

1) the death of the member of the partnership;

2) the declaration of the member of the partnership as insolvent;

3) a notice of termination from the member of the partnership;

4) the expulsion of the member from the partnership; or

5) other reasons referred to in the partnership agreement.
Section 98. Termination of a Partnership by a Court Adjudication
(1) A partnership founded for a specific time may be terminated by a court adjudication before the end of the specific time, as well as a partnership founded for a specific time on the basis of a relevant cause of action by a member of the partnership if there is good cause therefor.

(2) Good cause shall exist especially when another member of the partnership in bad faith or by allowing gross negligence violates significant duties imposed upon him or her by the partnership agreement or such duties have become impossible to fulfil.

(3) Agreements which revoke or restrict rights to request the termination of a partnership shall be void.

Section 99. Notice of Termination by a Member of a Partnership

(1) If a partnership is founded for an indefinite time, a member of the partnership has a right to withdraw from the partnership, providing a notice of termination of the partnership agreement not later than six months prior to the end of the accounting year.

(2) In the final accounting between the partnership and the member who is withdrawing the financial status of the partnership at the end of the accounting year referred to in Paragraph one of this Section shall be taken into account.

Section 100. Partnerships Founded for an Indefinite Time

Within the meaning of Sections 98 and 99 of this Law, partnerships which are founded for an indefinite time shall also be partnerships which:

1) were founded until the death of a member of the partnership;

2) upon the expiration of the time for which it was founded, it tacitly is continued.

(2) In the final accounting between the partnership and the member who has been expelled, the financial status of the partnership at the time of the bringing of the action referred to in Paragraph one of this Section shall be taken into account.

Section 104. Heirs Joining a Partnership

(1) In the case of the death of a member of a partnership, his or her heir has the right to become a member of the partnership, if this is specified in the partnership agreement or if all members of the partnership agree to it.

(2) If it is specified in a partnership agreement that only one of the heirs may become a member of the partnership, but the way in which this person shall be selected is not specified, the member of the partnership may appoint this person by a will.

(3) If with the consent of the rest of the members of a partnership, the heir or the heirs are granted the status of a limited partner, it shall be deemed that the partnership has been transformed into a limited partnership, and shall be applied for entering in the Commercial Register. An heir shall acquire the right to such share of the profits as had the deceased member. The partnership agreement may specify the reduction of the profit share due to the heir, if the profit share due the deceased member had been increased in accordance with the partnership agreement, taking into account his or her activities or greater responsibility.

(4) If an heir does not wish to become a member of the partnership or cannot, or the other members do not agree to it, the heir has a right to receive that which in conformity with his or her part of the estate would have been due to the deceased member of the partnership (estate-leaver) upon final accounting if the partnership were liquidated at the time of the opening of the succession.

(5) An heir may submit an application to a partnership regarding joining the partnership within three months after the time of the opening of the succession.

(6) In the case when an heir who has joined a partnership withdraws or the partnership is terminated, or also in the case when he or she has been granted the status of a limited partner within the term specified in Paragraph five of this Section, the heir shall be liable according to general procedures for the obligations of the partnership which have been incurred prior to his or her withdrawal, the termination of the partnership or the granting of the status of a limited partner.

[14 February 2002]
Section 105. Application for the Termination of a Partnership and the Entering of the Withdrawal of a Member of a Partnership in the Commercial Register
(1) The termination of a partnership shall be applied for entering in the Commercial Register. It is the duty of all members of a partnership to sign such an application.

(2) If the partnership is terminated with the commencement of bankruptcy procedures, the termination of the partnership shall be entered in the Commercial Register on the basis of a court adjudication.

(3) The provisions of Paragraph one of this Section shall be accordingly applied for the application regarding entering in the Commercial Register of the withdrawal of a member of a partnership. The expulsion of a member of a partnership from the partnership shall be entered in the Commercial Register on the basis of a court adjudication.

(4) If the basis for the termination of a partnership or the withdrawal of a member of a partnership is the death of a member of the partnership, it is the duty of all the other members of the partnership to sign the application for entering in the Commercial Register of the termination of the partnership or the withdrawal of a member of a partnership.