Companies Law
Art. 45Status unknownSaudi ArabiaRegulation
Issued by Ministry of Investment (misa.gov.sa)
Partner’s Joining, Withdrawal, Removal, or Assignment
1. If a new partner joins the company with a new contribution, he shall be
personally and jointly liable with the other partners for the company’s past
and future debts. He may, however, be relieved from past debts if the other
partners unanimously agree thereto. Such agreement shall be valid against
creditors from the date it is registered with the Commercial Register and
published therein.
2. If a partner withdraws from the company or is removed therefrom, he shall
not be liable for the debts incurred by the company following the registration
of his withdrawal or removal with the Commercial Register and its publication
therein. He shall, however, remain liable for any debts incurred prior thereto,
Companies Law
unless the other partners and the company’s creditors agree to relieve him
from such debts.
3. If a partner assigns his interests, the assignee shall be liable to the
company’s creditors for any debts incurred prior to becoming a partner or
thereafter. The assignor shall not be liable for the company’s debts toward
its creditors unless they object to his relief from liability within 30 days after
being notified by the company of such assignment. In case of objection, the
assignor shall be jointly and severally liable for the debts incurred prior to his
assignment.
The Arabic text is the legally binding version. The English translation is provided for guidance only.
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