Each partner shall have the right to take part in the management of the General Partnership and the Partnership Agreement shall specify the names of partners authorized to manage and sign on its behalf and their powers. The authorized person shall realize the operations of the Company in accordance with the provisions of this Law and the regulations issued in line therewith and within the authorities delegated to him and the rights given to him under the Partnership Agreement. The authorized person shall not have the right to receive any remuneration or wages in return for his work in the management of the Company except with the approval of the remaining partners.

Any partner authorized to manage the affairs of the General Partnership and to sign on its behalf shall be considered its legal representative and the Company shall be committed to the actions he undertakes on its behalf and to the results arising from the said actions. However, if the partner is not authorized and realized any work in the name of the Company, then it shall be responsible for his actions towards a bona fide third party and shall claim compensation from him for all the losses and damages that may have been incurred thereby as a result of his action.

The person authorized to manage the General Partnership shall be responsible for any harm he may cause the Company or for any damage incurred thereby due to his negligence or failure in realizing his duties. Such responsibility shall prescribe after the lapse of five years from the date his work in the Company management is terminated for any reason whatsoever.

Responsibilities of the Person Authorized to Manage a Partnership upon the End of his Authorization

The person authorized to manage the General Partnership must present the partners therein the following documents whether or not he has been requested to do so by the partners and within three months from the date his duty in the Company's management ends:

The provisions provided for in paragraph (b) of Article (18) of this Law regarding the discharge of responsibility shall not be applicable to the acts stipulated in this Article. Such provisions also do not include anything that prevents the person who commits the abovementioned acts from assuming penal liability pursuant to any other law.

The Discharge of the Person Authorized to Manage the Partnership

If the person authorized to manage the Partnership and sign on its behalf was a partner therein and was appointed in that capacity in pursuance of the Company agreement or a special contract agreed upon between the partners, then he may not be discharged from managing it or signing on its behalf and another may not be appointed in his stead except with the approval of all partners or by virtue of a decision issued with the majority of more than one-half of all partners who own more than 50% of the Partnership’s capital if the Partnership Agreement permits that and if it contains a provision stating the method of appointing a person authorized to manage it and sign on its behalf from among the partners instead of the discharged person. Otherwise the authorized partner may not be discharged.

The partner authorized in managing the Company and signing on its behalf may be dismissed with a decision issued by the competent Court upon the request of one partner or more if the Court finds a legitimate cause justifying that dismissal, after which the competent Court shall take a decision to appoint a substitute authorized person.

A partner in a General Partnership or the authorized person in managing it, whether a partner or other, shall not be permitted to undertake any of the following actions without obtaining the prior written approval of the remaining partners or all of them, as the case may be:

To enter into any undertaking with the Company to realize any business, whatever its nature, on its behalf.

To enter into any undertaking or agreement with any person if the subject-matter of the undertaking or the agreement falls within the objectives and activities of the Company.

To engage in any business or activity which competes with the Company, whether he carried out the said business or activity for his own benefit or for the benefit of others.

To participate in any other company which carries out businesses similar or analogous to those of the Partnership or to assume the responsibility of managing such companies. This Article does not apply to mere ownership of shares in Public Shareholding Companies.

The General Partnership shall be liable for all the expenses and costs incurred by the person authorized to manage the Company in the course of conducting its operations or for any loss or damage sustained by him due to undertaking any business for the benefit of the Company or for the protection of its assets and rights, even if the said person did not obtain the prior approval of the partners for that.

The partners in a General Partnership shall not have the right to expel any of them from the Company except by a Court decision upon the request of any of the partners.

 

A-

The Partnership shall undertake to keep its account books, records and registers at its headquarters or at any place where it carries out its activities. If the capital of the Partnership is ten thousand Dinars or more, it shall undertake to keep duly organized account books and records. Each partner shall have the right to examine such account books, records and registers either personally or by delegating, in writing, any other experienced and specialized person to do so and to obtain copies or extracts therefrom. Any agreement to the contrary shall be null and void.

 

B-

The General Partnership, whose capital is one hundred thousand Dinars or more, shall undertake to appoint a licensed auditor to be elected by the majority of the partners.

Partnership’s Responsibility towards Actions of Authorized Manager

A-

The General Partnership shall be bound by any action undertaken by any person authorized to manage it or to realize such action and by any documents signed by him in the name of the Company whether such person is a partner in the Company or not.

Subject to the provisions of Article (27) of this Law, the partner in the General Partnership shall be jointly and severally liable with the rest of the partners for all the Partnership’s debts and obligations which became due on the Company during the period he is a partner therein. He shall guarantee the Company's debts and obligations by his own private property. This liability and guarantee shall be transferred to his heirs after his death within the limits of the amount inherited.

Anyone who assumes, either verbally or in writing or by his acts, the identity of a partner in the General Partnership or deliberately allows others to believe as such shall be responsible to any party who becomes a creditor to the Company as a result of his belief in that pretence.

Partnership Prosecution

A creditor of the General Partnership may sue the Company and partners therein. However, he may not levy execution on property of partners for collecting his debt except after having levied execution on the property of the Company. Should such property prove to be insufficient for settlement of his debt, then the creditor may file lawsuit against the partners’ own property to settle the amount remaining of that debt. Each partner shall have the right to compensation from other partners in proportion to the percentage paid by him for each one of them out of the Company debt.

 

A-

Any partner in the General Partnership may of his own will withdraw therefrom if the duration of the Company is not limited, in such case he must abide by following:

1.

 

B-

If the General Partnership is of limited duration, then none of the partners are allowed to withdraw therefrom during that period except with a Court decision.

Should the provisions of paragraphs (a) and (b) of this Article apply, then the remaining partners shall realize the necessary amendments to the Partnership Agreement and make the necessary changes to its status in accordance with the provisions of this Law.

In case a partner withdrawal in accordance with the provisions of paragraph (a) of this Article and the Company was comprised of two persons then this will not lead to dissolution of the Company and the remaining partner should admit one or more new partners to the Company to replace the withdrawing partner within three months from the date of withdrawal. Failing to do so within such period will result in the dissolution of the Company by operation of Law.

A-

The provisions of paragraph (a) of this Article shall apply to any new partner admitted to the Company as a result of the relinquishing by one of the other partners to him of his share or a part thereof in the Company. In this case, the provisions of clauses (2) and (3) of paragraph (a) of Article (28) of this Law shall apply to the withdrawing partner.

Unless the Partnership Agreement or any other agreement signed by all partners prior to the death of a partner provides otherwise:

If the General Partnership continues to operate following the death of any of its partners without there being in its Agreement or any other agreement signed by all partners prior to the death of the partner any express provision that prohibits the Company to continue in existence and it continues to exist, then the inheritance of the deceased partner shall not be liable for any of the debts and obligations that become due on the Company following his death.

If one of the partners in the General Partnership becomes bankrupt, then the creditors of the Company shall have the priority over his private debts in his bankruptcy. If the Company, however, becomes bankrupt, then its creditors shall have priority over the private creditors of the partners.