Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of
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Section 106. Necessity for the Liquidation of a PartnershipLiquidation of a partnership occurs after the termination of the partnership, except in cases, when a different way of final accounting is specified in the partnership agreement, or also the partnership has been applied insolvent. Section 107. Entering of a Liquidator in the Commercial Register (1) Liquidators shall be applied for entering in the Commercial Register. All members of a partnership have a duty to sign such an application. Similarly, any changes in the composition of liquidators or in the scope of their representations shall be applied for entering in the Commercial Register. A written consent of each liquidator to be a liquidator shall be appended to the application. The liquidator shall indicate the firm name and the registration number of the company, in which he or she agrees to become a liquidator. (2) In the case of the death of a member of a partnership, the applications referred to in Paragraph one of this Section shall be signed by the other members of the partnership. (3) [15 April 2010] (4) [2 May 2013] [16 March 2006; 15 April 2010; 2 May 2013] Section 108. Several Liquidators(1) If a liquidation is conducted by several liquidators, they have the right to perform the activities associated with the liquidation only jointly, if it is not specified that the liquidators may perform these activities separately. Such a provision shall be applied for entering in the Commercial Register. (2) Liquidators may authorise one or more liquidators from among themselves to conclude transactions or specific types of transactions. The intent of a third party shall be deemed to be expressed in relation to the partnership if it has been expressed to at least one liquidator.
Section 110. Instructions from Members of a PartnershipA liquidator has a duty to comply with such instructions which, in relation to the management of the partnership, have been adopted unanimously by the members of the partnership. Section 111. Signature of a LiquidatorA liquidator shall sign by adding his or her signature and an indication regarding the liquidation of the partnership to the firm name of the partnership. Section 112. Division of Partnership Property(1) After the settlement of debts, the liquidator shall divide the remainder of the property of a partnership among the members of the partnership in conformity with the amount of their invested (capital) shares as specified in the closing balance sheet of the partnership. (2) Money, which is not necessary in the course of the liquidation, shall be divided conditionally among the members of the partnership. The funds necessary to cover its obligations, the terms of fulfilment or conditions of which have not come into effect, and to cover disputed obligations, as well as the securing of such sums as are due to the members of the partnership at the final accounting shall be retained. (3) If a dispute should arise among the members of a partnership regarding the division of the property of the partnership, the liquidator has a duty to postpone the division until the dispute is resolved. Section 113. Other Types of AccountingIf the members of a partnership have agreed to another type of final accounting, in relation to third parties, insofar as undivided partnership property still exists, the relevant provisions of this Chapter shall be applicable. Section 114. Legal Relations of Members of a PartnershipUp to the end of the liquidation, the provisions of Chapters 2 and 3 of this Division shall be applicable to the existing mutual relations of the members of a partnership and the relations of the partnership to third parties, insofar as it is not specified otherwise in this Chapter or does not derive otherwise from the purposes of the liquidation. Section 115. Application regarding the Deletion of the Partnership from the Commercial Register (1) After the end of liquidation, it is the duty of all the liquidators of the partnership to declare the deletion of the partnership from the Commercial Register. (2) The documents of the company shall be given for preservation in Latvia to one of the members of the company or to a third party, co-ordinating the place of preservation thereof with the National Archives of Latvia. The documents of archival value of the company, shall be given for preservation to the National Archives of Latvia in conformity with the provisions of the Law On Archives. (3) The members of the partnership and their heirs retain the right to examine the accounting records and other documents of the partnership, as well as to use them. The right of use of the documents given to the National Archives of Latvia shall be determined by the Law On Archives.
Chapter 6Statute of Limitations and Restrictions on LiabilitySection 116. Claims against a Member of a Partnership (1) Claims arising from the obligations of a partnership against a member of the partnership shall have a statute of limitations period of three years after the termination of the partnership, if the claim against the partnership is not subject to a shorter statute of limitations period. (2) The statute of limitations period shall commence from the day that the termination of a partnership is entered in the Commercial Register. (3) If the terms of fulfilment or conditions of the obligations of a partnership have come into effect after the termination of a partnership has been entered in the Commercial Register, the statute of limitations period of a claim of a creditor shall commence at the time of the coming into effect of the terms of fulfilment or conditions of the obligations. (4) Interruption of the statute of limitations period in relation to a terminated partnership shall be in effect also in relation to those members of the partnership who participated in it at the time of the termination. Section 117. Liability of Such a Member of a Partnership as Who Withdraws from the Partnership If a member of a partnership withdraws from the partnership, he or she shall be liable only for such obligations of the partnership as were incurred prior to his or her joining and the terms of fulfilment or conditions of which came into effect prior to his or her withdrawal, or within five years after withdrawal, counting from the day when the withdrawal of the member of the partnership was entered in the Commercial Register. Division X Limited Partnerships[14 February 2002] |