Text consolidated by Valsts valodas centrs (State Language Centre) with amending laws of
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Section 118. Definition of a Limited Partnership(1) A limited partnership is a partnership (hereinafter in this Division – 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 agreed on the basis of a partnership agreement, if the liability of at least one of the members of the partnership (limited partner) in relation to the creditors of the partnership is limited to the amount of their contribution, but the liability of the other personal liability members of the partnership (general partners) is not limited. (2) The provisions of this Law regarding general partnerships shall be applied to a limited partnership, if it is not specified otherwise in this Division.
Section 119. Application for Registration in the Commercial Register(1) In an application to register a partnership in the Commercial Register in addition to the information referred to in Section 78 of this Law the following shall be indicated for every limited partner: 1) their given name, surname, personal identity number (if the person does not have a personal identity number – the date of birth, the number and date of issue of a personal identification document, the state and authority, which issued the document), but for legal persons – name, registration number and legal address; 2) the amount of contribution and the total contributions of the limited partner. (2) The provisions of this Section shall be applied accordingly in the case, when a limited partner joins an existing partnership or also withdraws from such.
(2) Limited partners do not have the right to object to the actions of a general partner, except for cases when these actions exceed the scope of the usual commercial activities of the partnership. [14 February 2002] Section 122. Prohibition of Competition The provisions of Section 82 of this Law shall not be applied to limited partners, except for cases when pursuant to the partnership agreement they are granted rights to manage the partnership or also they have some other significant influence on the management of the partnership. [14 February 2002] Section 123. Rights of Control (1) Limited partners have the right to request at any time a written report regarding the status of the property of the partnership and to verify its accuracy and to examine the accounting and other documents of the partnership. (2) On the basis of a relevant action brought by a limited partner, a court may request from the partnership a written report regarding the status of the property of the partnership (copies of the balance sheet and annual accounts), as well as the accounting and other documents of the partnership, if there is an important reason for such. [14 February 2002] Section 124. Profits and Losses(1) In relation to limited partners, the provisions of Section 88, Paragraphs one, two and three of this Law shall be applied. (2) The profit share of the partnership, which is due to limited partners, shall be included in their capital share until it reaches the specified amount of contribution. (3) Limited partners shall participate in losses only to the amount of their capital shares and their still unpaid contribution. [14 February 2002] Section 125. Payment of Profit Share (1) Limited partners may request the payment of the profit share due them, except in the case when their capital share in relation to the specified amount of contribution has been reduced as a result of losses, or also would be reduced as a result of the payment of the profit share due them. (2) Limited partners do not have a duty to return the profit share paid to them in relation to further losses of the partnership. [14 February 2002] Section 126. Representation of a Partnership Limited partners do not have the right to represent the partnership in relation to third parties. [14 February 2002] Section 127. Liability of Limited Partners Limited partners shall be liable, to the creditors of the partnership, in the amount of their contribution up to the making of the contribution. Such liability shall be excluded as soon as the contribution has been performed. [14 February 2002] Section 128. Amount of Liability of Limited Partners(1) After entering of the partnership in the Commercial Register, the amount of the liability of limited partners in relation to the creditors of the partnership shall be determined in conformity with the amount of their contribution entered in the Commercial Register. (2) An agreement of members of a partnership, according to which a limited partner is released from the making of a contribution, or the making of a contribution is postponed shall be void as to creditors. (3) Insofar as the contribution of a limited partner has been repaid to them, such in relation to the creditors of a partnership shall be deemed to have not been made. This provision is in force also if a profit share has been paid to the limited partner at a time when their contribution (capital share) in relation to the amount of contribution made has been reduced as a result of losses, or also insofar as their contribution (capital share) in relation to the specified amount of contribution has been reduced as a result of the payment of a profit share. [14 February 2002] Section 129. Liability of a Limited Partner, When Joining a Partnership (1) If a limited partner joins an existing partnership, they shall be liable for those obligations of the partnership pursuant to the provisions of Sections 127 and 128 of this Law which were created before they joined. (2) Agreements which are in contradiction to the provisions of Paragraph one of this Section shall be void as to third parties. [14 February 2002] |