Sources of Partnership Disputes and the Limits of Managerial Authority
Partnership disputes are conflicts inside a society concerning managerial powers, access to information, and the withdrawal or expulsion of a partner. The Law on Entrepreneurs regulates the consent of partners and the removal of a managing partner's authority: the statute may require the prior, mandatory consent of the partners for certain transactions. The managing partner may conclude a transaction without the consent of the remaining partners where delay would cause grave consequences for the general partnership, of which the managing partner must immediately notify the other partners. Where an important ground exists — for instance, where a partner has grossly violated his or her duties or is unable to manage the society properly — the court may, upon the claim of the remaining partners, deprive the managing partner of the managerial authority.
The Right to Information and Control
The law gives partners a powerful instrument: every partner, including one who does not participate in the management of the society, is entitled to receive information about the activity of the society and to inspect its business documentation, and this right cannot be restricted. Moreover, every partner may demand from the other partners the performance of their obligations towards the society and may even bring a claim in the name of the society for that purpose. In practice, a refusal to disclose documents in itself creates a ground for a dispute and opens the way for the partner to apply to the court.
Withdrawal from and Expulsion out of a General Partnership
Where a partner wishes to leave a general partnership, the partner must give notice at least six months before the end of the economic year. If bankruptcy proceedings are opened against a partner within insolvency proceedings, that partner is deemed to have left the society from the moment the bankruptcy regime begins. Expulsion, by contrast, is possible only by a court decision, upon the demand of the other partners: for instance, where the partner has deliberately or by gross negligence failed to perform an essential obligation owed to the society, where the partner can no longer perform it, or where another important ground exists.