Moreover, limited partnership generally has a long return period on investment, so it is unfair and unfair to ask a person with no capacity to withdraw from the partnership. If the partnership agreement stipulates that the limited partner is incapable as a reason for quitting the partnership, such agreement shall prevail.
2. When a natural person as a limited partner dies, is declared dead according to law, or is terminated as a legal person or other organization of a limited partnership enterprise, his successor or successor of rights may obtain the qualification of a limited partner of the partnership enterprise according to law.
This is because the limited partner does not carry out the partnership affairs, and the capital contribution of the limited partner is transferred to someone other than the limited partnership, which has no substantial impact on the limited partnership affairs. This treatment can not only reduce the settlement trouble caused by withdrawal of shares, but also maintain the stability of limited partnership property.
After the limited partner withdraws from the partnership, he shall be liable for the debts of the limited partnership caused by the reasons before the withdrawal with the property he retrieved from the limited partnership at the time of withdrawal. This is different from the withdrawal of the partners of the general partnership, who are jointly and severally liable for the partnership debts caused by the reasons before the withdrawal.
3. Mutual transformation between limited partners and general partners. According to the principle of voluntariness, a general partner can be transformed into a limited partner, and a limited partner can be transformed into a general partner. Since the mutual transformation between the limited partner and the general partner is related to the major issues of the partnership debt, unless otherwise agreed in the partnership agreement, it shall be unanimously agreed by all partners.
When a limited partner is transformed into a general partner, the principle of unlimited liability for debts incurred by the partnership during the term of office of the limited partner is the same. Where a general partner is changed into a limited partner, he shall bear unlimited joint and several liability for the debts of the partnership during his tenure as general partner, which is the same as the principle that the quitter of the general partnership shall bear unlimited joint and several liability for the debts of the partnership during his tenure.
Extended data
Matters needing attention when limited partners and general partners join or withdraw:
1. When only the general partner is left in the limited partnership, the limited partnership will be transformed into a general partnership and the corresponding change registration will be handled.
2. When there are only limited partners left in a limited partnership enterprise, the enterprise is no longer a partnership enterprise and should be dissolved.
3. With the unanimous consent of all partners, the general partner can be converted into a limited partner, and the limited partner can be converted into a general partner.
Where a limited partner is transformed into a general partner, it shall bear unlimited joint and several liability for the debts incurred by the partnership during its tenure as a limited partner; Where a general partner is transformed into a limited partner, he shall be jointly and severally liable for the debts incurred by the partnership during his tenure as general partner.
reference data
Baidu encyclopedia-limited partnership