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Article 41 Where any debt irrelevant to the partnership enterprise occurs with a partner,the relevant creditor may not offset its credit against the debt it owes to the partnership enterprise,nor may it exercise the said partner's rights in the partnership enterprise by substituting this partner. Article 42 In case the partner's own properties are insufficient to pay off its debt irrelevant to the partnership enterprise,this partner may use the proceeds acquired from the partnership enterprise to pay for the debt.The creditor may also request the people's court to enforce the repayment of the debt with the said partner's property shares in the partnership enterprise according to law. When the people's court enforces the repayment of the debt with the said partner's property shares,it shall send a notice to all partners.The other partners have the preemptive right to the property shares of the said partner.If the other partners neither purchase it,nor consent to transfer it to others,a withdrawal settlement shall be made for this partner according to Article 51 of the present Law,or a settlement shall be made to decrease the property shares of this partner correspondingly. Section 5 Admission to and Withdrawal from Partnership Article 43 The admission of a new partner shall be subject to the unanimous consent of all partners,and a written agreement shall be concluded,unless it is otherwise prescribed in the partnership agreement. When concluding an agreement on the admission to the partnership,the original partners shall faithfully inform the new partner(s)of the business operation and financial status of the original partnership enterprise. Article 44 The new partners admitted to a partnership enterprise shall enjoy the same rights and bear the same liabilities as the original partners.If it is otherwise prescribed in the partnership agreement,the prescriptions shall prevail. The new partners shall bear unlimited and joint I liabilities for the debts of the partnership enterprise incurred before it is admitted to a partnership enterprise Article 45 Where the term of operation of a partnership business has been set in the partnership agreement,a partner may,during the period of existence thereof,withdraw from partnership in any of the following cases: (1)Any cause for withdrawal from partnership as stipulated in the partnership agreement occurs; (2)All partners agree to the withdrawal; 指 (3)Any cause to make the said partner difficult to remain in the partnership occurs or (4)Other partners seriously violate their obligations as stipulated in the partnership agreement. Article 46 Where a partnership agreement fails to stipulate the term of partnership,a partner may withdraw from the partnership,provided that the execution of the affairs of the partnership enterprise will not be affected,but he shall inform the other partners 30 days prior to his withdrawal. Article 47 Where any partner withdraws from a partnership in violation of Articles 45 and 46,he shall compensate for the losses that he has incurred to the partnership enterprise. Article 48 Where any partner is under any of the following circumstances,the said partner shall be deemed to have withdrawn naturally from the partnership: (1)A natural person partner is deceased or declared deceased according to law; (2)He is insolvent of repayment capacity; (3)where the partner as a legal person or any other organization is suspended of his business license,or is ordered to close up for revocation,or is declared bankrupt; (4)where a partner loses the relevant qualifications as required by law or as stipulated in the partnership agreement;orArticle 41 Where any debt irrelevant to the partnership enterprise occurs with a partner, the relevant creditor may not offset its credit against the debt it owes to the partnership enterprise, nor may it exercise the said partner's rights in the partnership enterprise by substituting this partner. Article 42 In case the partner's own properties are insufficient to pay off its debt irrelevant to the partnership enterprise, this partner may use the proceeds acquired from the partnership enterprise to pay for the debt. The creditor may also request the people's court to enforce the repayment of the debt with the said partner's property shares in the partnership enterprise according to law. When the people's court enforces the repayment of the debt with the said partner's property shares, it shall send a notice to all partners. The other partners have the preemptive right to the property shares of the said partner. If the other partners neither purchase it, nor consent to transfer it to others, a withdrawal settlement shall be made for this partner according to Article 51 of the present Law, or a settlement shall be made to decrease the property shares of this partner correspondingly. Section 5 Admission to and Withdrawal from Partnership Article 43 The admission of a new partner shall be subject to the unanimous consent of all partners, and a written agreement shall be concluded, unless it is otherwise prescribed in the partnership agreement. When concluding an agreement on the admission to the partnership, the original partners shall faithfully inform the new partner(s) of the business operation and financial status of the original partnership enterprise. Article 44 The new partners admitted to a partnership enterprise shall enjoy the same rights and bear the same liabilities as the original partners. If it is otherwise prescribed in the partnership agreement, the prescriptions shall prevail. The new partners shall bear unlimited and joint l liabilities for the debts of the partnership enterprise incurred before it is admitted to a partnership enterprise. Article 45 Where the term of operation of a partnership business has been set in the partnership agreement, a partner may, during the period of existence thereof, withdraw from partnership in any of the following cases: (1) Any cause for withdrawal from partnership as stipulated in the partnership agreement occurs; (2) All partners agree to the withdrawal; (3) Any cause to make the said partner difficult to remain in the partnership occurs; or (4) Other partners seriously violate their obligations as stipulated in the partnership agreement. Article 46 Where a partnership agreement fails to stipulate the term of partnership, a partner may withdraw from the partnership, provided that the execution of the affairs of the partnership enterprise will not be affected, but he shall inform the other partners 30 days prior to his withdrawal. Article 47 Where any partner withdraws from a partnership in violation of Articles 45 and 46, he shall compensate for the losses that he has incurred to the partnership enterprise. Article 48 Where any partner is under any of the following circumstances, the said partner shall be deemed to have withdrawn naturally from the partnership: (1) A natural person partner is deceased or declared deceased according to law; (2) He is insolvent of repayment capacity; (3) where the partner as a legal person or any other organization is suspended of his business license, or is ordered to close up for revocation, or is declared bankrupt; (4) where a partner loses the relevant qualifications as required by law or as stipulated in the partnership agreement; or
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