PART 4 (CHAPTER 2)

Question 1

Prohibition of competition and holding equity interests in other companies

Answer 1

no partner can, on its own behalf or through third parties, carry on any activity that competes with the company, nor be an unlimited liability partner in any other company unless expressly authorised by other partners

Question 2

Right to information

Answer 2

upon request, managers must provide partners with information, relating to the management of the company, that is full, accurate and complete (information shall be provided in writing if requested)

Question 3

Transfer of parts of capital

Answer 3

• Express consent of the partners
• Unanimity
• Written document

Question 4

Partners resolutions

Answer 4

• partners’ decisions and general meeting procedures usually follow the rules for private limited companies
• most decisions are made by a simple majority vote, important decisions require unanimous agreement of all partners
• meeting minutes must be signed by all partners who attended the meeting

Question 5

Voting rights

Answer 5

• unless otherwise stated in the article of association, each partner shall have one vote
• non capital partners shall always at least have a number of votes equal to the smallest number conferred upon capital partners

Question 6

Management and supervision

Answer 6

unless otherwise provided by the law, management is carried out by all partners that have incorporated in the company, however someone that is not a partner can be appointed as such through a unanimous resolution of the partners