A partnership is a partnership formed by partners (partners) for the purpose of practising a liberal profession in a company operating a business under its own name. The partners in the partnership may only be natural persons entitled to practise liberal professions, such as:
● lawyer,
● architect
● expert auditor,
● insurance broker,
● tax advisor,
● stockbroker,
● investment advisor,
● accountant,
● doctor,
● notary,
● solicitor,
● valuer.
Who can represent a partnership?
Each partner has the right to represent the partnership independently, unless the partnership agreement provides otherwise.
The partnership agreement may provide that the management of the affairs and representation of the partnership is entrusted to the management board. At least 1 partner is a member of the management board in a partnership. A third person may also be a member of the management board.
Representation of a partnership by a proxy
A power of attorney is a power of attorney granted by an entrepreneur that includes the authority to perform judicial and extrajudicial acts that are related to the running of the business. The proxy should be granted by the partnership in writing under pain of nullity.
A natural person with full legal capacity may be a proxy. A power of attorney shall be required for the disposal of an enterprise, for the execution of a legal transaction whereby it is put to temporary use, and for the disposal and encumbrance of real estate.
A power of attorney may be granted to several persons jointly (joint power of attorney) or separately. The power of attorney may also include the authority to act jointly or exclusively with a partner authorised to represent the partnership. Statements addressed to the entrepreneur or service of letters may be made to one of the persons to whom the power of attorney has been granted.
The power of attorney may be limited to the scope of matters entered in the register of the branch of the company (branch power of attorney). The power of attorney may not be transferred. A proxy may appoint a representative for a particular act or a certain type of act. A power of attorney may be revoked at any time.
It expires upon the deletion of the partnership from the Register of Entrepreneurs of the National Court Register, as well as upon the declaration of bankruptcy, the opening of liquidation and the transformation of a general partnership.
Representation during the liquidation of the partnership
The liquidators are all the partners. The partners may appoint only some of themselves as liquidators, as well as persons outside of themselves. The resolution requires unanimity, unless the partnership agreement provides otherwise. The registry court may, for important reasons, at the request of a partner or other person with a legal interest, appoint as liquidators only some of the partners as well as other persons.
A liquidator may be dismissed only by a unanimous resolution of the partners. The court of registration may also, on the application of a partner or a person having a legal interest, dismiss a liquidator, but a liquidator appointed by the court may only be dismissed by the court. Where there are several liquidators, they shall be authorised to represent the company jointly, unless the partners or the court appointing the liquidators have decided otherwise.
The opening of liquidation shall cause the termination of the proxy. No proxy may be appointed during the liquidation period.