SAPA Limited Partnerships by Shares PDF

Limited partnerships by shares Article 2452 c.c. In a limited partnership by shares there are two kind of partners (shareholders): -general partners, who are jointly and unlimitedly liable for the corporate obligations, and are by law directors of the LPS -limited partners, who are limitedly liable...

Limited partnerships by shares Article 2452 c.c. In a limited partnership by shares there are two kind of partners (shareholders): -general partners, who are jointly and unlimitedly liable for the corporate obligations, and are by law directors of the LPS -limited partners, who are limitedly liable to the share conferred The partners' quota are represented by shares. - In limited partnerships by shares there is an indissoluble link between the status of general partner, the position of director, and the liability for corporate obligations. The instrument of incorporation must state who are the general partners. The appointment of directors is not necessary. The name of the limited partnership by shares must include the name of at least one of the general partners and must indicate that it is a SAPA (art. 2453 c.c.). The rule providing for the unlimited liability of the limited partner who consents to the use of his or her name in the company name does not apply, as it did in classical limited partnerships. The shares Shares held by general partners are not a special class of shares entitling them to be directors of the partnership. One who purchases shares from a general partner does not become a director of the partnership, this is not a right built into the shares, instead, one becomes a director through an appointment. Y This also implies that the shares of general partners are freely transferable, except for limits on circulation provided by the bylaws. To approve an amendment to the instrument of incorporation it is necessary to pass a resolution with the majority provided for by the extraordinary shareholders' meeting and the consent of all the general partners is also required (art. 2460 c.c.), this gives the general partners veto right in the shareholders' meeting and so reduces the powers of the shareholders' meeting. The extraordinary shareholders' meeting has competence for the directors' appointment and removal. The appointment of new directors must be approved by all the directors in office. If the instrument of incorporation does not provide otherwise, general partners are by law directors and their office is permanent. Directors must be chosen from among the shareholders, and they acquire the status of general partner at this right moment. Directors can be removed by an extraordinary shareholders meeting resolution, also without a just cause, in which case they have the right to compensation for damage. Directors cannot be forced to work with partners they do not approve. Limited partners may not vote in resolutions concerning the appointment and removal of statutory auditors and the exercise of the liability action against them (art. 2459 c.c.). This strengthens the independence of the control body.