Chapter II: Sociétés en commandite simple.

General partners have the status of general partners. Limited partners are liable for corporate debts only up to the amount of their contribution. This cannot be a contribution in kind.

The provisions relating to general partnerships shall apply to limited partnerships, subject to the rules laid down in this Chapter.

A société en commandite simple is designated by a company name to which the name of one or more partners may be incorporated and which must be immediately preceded or followed by the words: “société en commandite simple”.

The company’s Articles of Association must contain the following information: 1° The amount or value of the contributions of all the partners; 2° The share in this amount or value of each active or limited partner; 3° The overall share of the active partners and the share of each limited partner in the distribution of profits and in the liquidation surplus.

Decisions are taken under the conditions set out in the Articles of Association. However, a meeting of all the partners is called as of right if it is requested either by a general partner or by a quarter in number and capital of the limited partners.

The limited partner may not perform any external management act, even by virtue of a power of attorney. In the event of a breach of the prohibition provided for in the preceding paragraph, the limited partner shall be jointly and severally liable with the general partners for the debts and commitments of the company resulting from the prohibited acts. Depending on the number or size of the prohibited acts, he…

Twice a year, the limited partners have the right to be shown the company’s books and documents and to ask questions in writing about the company’s management, which must also be answered in writing.

I. – Company shares may only be transferred with the consent of all the members. II. – However, the Articles of Association may stipulate: 1° That the shares of limited partners are freely transferable between partners; 2° That the shares of limited partners may be transferred to third parties outside the company with the consent of all the general partners and of the majority in number and capital of the…

The partners may not, except unanimously, change the nationality of the company. Any other amendments to the Articles of Association may be decided with the consent of all the general partners and a majority in number and capital of the limited partners. Clauses enacting stricter majority requirements are deemed unwritten.

The partnership continues despite the death of a limited partner. If it is stipulated that despite the death of one of the general partners, the partnership continues with his heirs, the latter become limited partners if they are unemancipated minors. If the deceased partner was the sole general partner and if his heirs are all unemancipated minors, he must be replaced by a new general partner or the company must…