RELATIONS BETWEEN PARTNERS
- 582. Management of partnership
(1) Each partner has the right and the obligation to participate in the management of the partnership.
(2) The partners shall manage the partnership jointly and the consent of all partners is needed for any transaction to be concluded.
- 583. Management by one or several partners
(1) The right to manage a partnership may be granted by the contract of partnership to one or several partners. In this case, the other partners shall not participate in the management of the partnership. If the right to manage is granted to several partners, they shall manage the partnership jointly and the consent of all authorised partners is needed for any transaction to be concluded.
(2) A partner who holds a management right granted to him or her by the contract of partnership may be deprived of the right with good reason by a unanimous resolution of the other partners unless the contract of partnership prescribes that any such resolution of the partners be taken by a majority of votes. The primary good reason shall be a material violation of an obligation by a partner or his or her inability to manage the partnership.
(3) A partner may relinquish his or her right to manage if he or she has good reason therefor. If a partner relinquishes his or her right to manage at a time when the partnership cannot be managed in any other manner, he or she shall compensate any damage incurred by the other partners for this reason except in the case where, taking into consideration the interests of the partner and the partnership, the partner cannot have been expected to continue managing the partnership.
(4) The provisions concerning authorisation agreements apply to the rights of partners authorised to manage the partnership and to their obligations before other partners, unless otherwise provided by this Part.
- 584. Right to contest
A partner authorised to manage the partnership shall not perform an act if another partner authorised to manage the partnership contests it.
- 585. Personal execution of management right
It is presumed that a partner authorised to manage the partnership shall not delegate his or her managerial duties to other persons. A partner authorised to manage may use the assistance of other persons when performing his or her managerial duties.
- 586. Reporting and provision of information
(1) Upon the dissolution of a partnership, the partner authorised to manage the partnership is required to give a report on his or her activities to the other partners. This shall also be done during the term of the contract of partnership if the objective of the partnership or the managerial duties dictate such reporting.
(2) The partner authorised to manage the partnership shall inform the other partners of any significant circumstances concerning the partnership and, if they so request, provide them with information with respect to the transactions of the partnership.
(3) A partner has the right to examine all documents relating to the partnership.
(4) Agreements which derogate from the provisions of subsection (2) to (3) of this section are void.
- 587. Resolutions
(1) A resolution of the partners is required in order to conclude any transaction beyond the scope of the everyday activities of the partnership. It is presumed that the consent of all partners is required to pass a resolution.
(2) If the contract of partnership prescribes that any resolution be passed by a majority of votes, it shall be presumed that the majority is calculated on the basis of the number of partners.
- 588. Non-transferability of rights of partners
Claims of partners which are created against one another on the basis of a contract of partnership are not subject to waiver, except for claims for compensation of costs arising from the management of the partnership and claims on profits or on assets acquired by liquidation.
- 589. Partnership property
(1) Contributions made by partners and assets acquired for the partnership shall be transferred to the joint property of the partnership (partnership property).
(2) Assets which are acquired on the basis of a right included in the partnership property or as compensation for the destruction of, damage to or seizure of objects included in the partnership property are also included in the partnership property.
(3) If an obligor of a partnership performs an obligation to a partner and, while doing so, does not or need not know that the claim from which the obligation to be performed by the obligor arises is actually included in the partnership property, the partners shall not jointly claim performance of such obligation subsequently. In such case, the provisions provided in §§ 169 and 171 of this Act concerning waiver of claims apply correspondingly.
- 590. Integrity of partnership property
(1) Partners shall not dispose of objects which are included in the partnership property or demand the division of the partnership property.
(2) An obligor of a partnership shall not set off a claim which is included in the partnership property with a claim against a partner.
- 591. Submission of reports and distribution of profits
Upon the dissolution of a partnership, the partners authorised to manage the partnership shall prepare a management report, submit it to the partners and make a proposal for the profits to be distributed or losses covered. If a partnership is founded for a period longer than one year, it shall be presumed that a report is to be prepared and profits distributed after the end of each financial year.
- 592. Shares in distribution of profits and covering of losses
(1) If the shares of partners in the distribution of profits and covering of losses have not been determined, the share attributable to each partner shall be calculated in proportion to the size of the partner’s contribution.
(2) If the shares of partners have been determined only in the distribution of profits or in the covering of losses, it shall be presumed that such determination is valid for both profits and losses.