Exclusion and withdrawal

of the associates
Exclusion of the associates
That associate can be excluded from a general partnership, a limited
partnership, or a limited liability company who:

a) being noticed that he is put into delay, does not make the contribution he has
committed himself to make;

b) having unlimited liability, has declared bankruptcy, or became under a
disability;

c) having unlimited liability without any right interferes in administration;

d) being a managing associate, defrauds the company or uses the registered
signature or the registered capital for his own benefit or for others.


The provisions of this article are also to be applied to the active
partners of the limited partnership by shares

The exclusion is delivered by a court decision on request of the
company or of any associate
The excluded associate is liable for losses and he
has a right to benefits to the day he has been excluded,
but he will not be in a position to ask for their liquidation,
until they are allotted according to the provisions of the
constitutive act

The excluded associate has no right to a
proportional part of the social assets, but he is only
entitled to a sum of money representing the value
thereof.

The excluded associate stays liable against third
parties for the operations carried out by the company
until the date the final decision concerning the exclusion
is delivered


Withdrawal of the associates
The associate in a general partnership, in a limited partnership
or in a limited liability company may withdraw from the company:

a) in the cases stipulated by the constitutive act;

b) with the agreement of all the other associates;

c) in the absence of such provisions in the constitutive act or when the
agreement of all the associates can not be reached still the
associate may withdraw for justified reasons, based on a court
decision, subject only to an appeal, within 15 days as from the day
the decision has been notified.

The rights of the withdrawn associate, for which he is entitled
against his participating shares, shall be determined with the
agreement of the associates or by an expert designated by them or,
in case of misunderstanding, by the court.