Companies Law

1. A general partnership shall not terminate upon a partner’s death, interdiction, removal, or withdrawal, or upon the initiation of any liquidation proceedings under the Bankruptcy Law against such partner, unless the company’s articles of incorporation stipulate otherwise. In such cases, the company shall continue to exist between the other partners and said partner or his heirs shall have only his interests in the company’s assets. Said interests shall be determined pursuant to Article 49 of this Law. 2. The company’s articles of incorporation may stipulate that, in case of the death of a partner, the company may continue to exist with heirs interested in joining the company as partners, even if they are minors or prohibited by law from engaging in commercial activities. If the company continues to exist, the partner’s heirs who are minors or prohibited by law from engaging in commercial activities shall not be liable for the company’s debts except to the extent of their respective inherited interests in the company’s capital. In such case, the company shall, within a period not exceeding one year from the date of the partner’s death, be converted into a limited partnership, whereby such heirs who are minors or prohibited by law from engaging in commercial activities become limited partners; otherwise, the company shall be deemed terminated by force of law upon the lapse of said period, unless the heirs reach the age of majority or cease to be prohibited from engaging in commercial activities during said period, and wish to become general partners. 3. If only one partner remains in the company upon the death, interdiction, withdrawal, or removal of the other partners or upon the initiation of any liquidation proceedings against them under the Bankruptcy Law, said partner shall be given a period of 90 days to rectify the company’s status whether by the joining of another partner or the conversion of the company into another form of company provided for in this Law. Otherwise, the company shall be Companies Law deemed terminated by force of law upon the lapse of such period. Part 3: Limited Partnership Chapter 1: General Provisions