What are the circumstances under which a limited partner withdraws from the partnership?

Withdrawal is generally divided into two categories: voluntary withdrawal and statutory withdrawal, as follows:

1. Voluntary withdrawal.

1) The partnership agreement stipulates the occurrence of reasons for withdrawing from the partnership;

2) With the unanimous consent of all partners;

3) Reasons for the occurrence of the partner's difficulty in continuing to participate in the partnership (death, personal inability to bear debts, etc.);

4) Other partners seriously violate the obligations agreed in the agreement.

If the partnership is withdrawn in violation of the provisions of Article 1 of the Partnership Enterprise Law, it is necessary to compensate for the losses caused to the enterprise.

2. Statutory withdrawal.

1) Removal and withdrawal from the partnership.

1. Failure to fulfill the obligation of capital contribution;

2. Causing losses to the partnership due to intentional or gross negligence;

3. Improper behavior in the execution of partnership affairs;

4. The occurrence of the reasons agreed in the partnership agreement.

2) Ex-officio withdrawal.

According to Article 49 of the Partnership Enterprise Law, the objective circumstances of withdrawal are:

1. The natural person who is a partner dies or is declared dead in accordance with the law;

2. Personal insolvency;

3. The legal person or other organization that is a partner has its business license revoked, ordered to close down, revoked, or declared bankrupt in accordance with the law;

4. The law or the partnership agreement stipulates that the partner must have the relevant qualifications and lose the qualifications;

5. All the property shares of the partners in the partnership enterprise are enforced by the people's court.

the death of a natural person who is a partner or has been declared dead in accordance with the law; A legal person or other organization that is a partner has its business license revoked, ordered to close down, revoked, or declared bankrupt in accordance with law; The law or the partnership agreement stipulates that the partner must have the relevant qualifications and lose such qualifications.

Legal Analysis: Withdrawal is generally divided into two categories: voluntary withdrawal and statutory withdrawal, as follows: 1. Voluntary withdrawal:

The partnership agreement stipulates the occurrence of reasons for withdrawal from the partnership; With the unanimous consent of all partners; Wait. 2. Statutory withdrawal: Removal and withdrawal:

Failure to fulfill capital contribution obligations, etc. Ex-officio withdrawal: the death of a natural person who is a partner or is declared dead in accordance with the law.

Legal basis: Article 48 of the Partnership Enterprise Law of the People's Republic of China If a partner has any of the following circumstances, he or she shall withdraw from the partnership ex officio

1) The natural person who is a partner dies or is declared dead in accordance with law;

2) personal insolvency;

3) The legal person or other organization that is a partner has had its business license revoked, ordered to close down, revoked, or declared bankrupt in accordance with law;

4) The law or the partnership agreement stipulates that the partner must have the relevant qualifications and loses such qualifications;

5) The amount of all the property of the partners in the partnership enterprise is enforced by the people's court.

Where a partner is lawfully identified as a person with no or limited capacity for civil conduct, he or she may be converted into a limited partner in accordance with law with the unanimous consent of the other partners, and a general partnership may be converted into a limited partnership in accordance with law. If the other partners fail to unanimously agree, the partner who has no or limited capacity for civil conduct shall withdraw from the partnership.

The effective date of the withdrawal is the date on which the reason for withdrawal actually occurs.

Legal analysis: The circumstances of the withdrawal of the limited partners are: 1. The reasons for the withdrawal stipulated in the partnership agreement appear; 2. Withdraw with the unanimous consent of all partners; 3. It is difficult for the partner to continue to participate in the partnership; 4. Other partners seriously violate the obligations stipulated in the partnership agreement.

Legal basis: Article 45 of the Partnership Enterprise Law of the People's Republic of China If the partnership agreement stipulates the term of the partnership, during the existence of the partnership enterprise, the partners may withdraw from the partnership under any of the following circumstances:

1) The reason for withdrawal stipulated in the partnership agreement appears;

2) Leniency is agreed upon by all partners;

3) The occurrence of reasons for the difficulty of the Heqing Rolling Gang to continue to participate in the partnership;

4) The other partners seriously violate the duty of care stipulated in the partnership agreement.

Legal analysis: The circumstances of the withdrawal of the gang in the limited Heshi Hall are: 1. The reason for the withdrawal of the gang agreed in the agreement of the Hezhan Qiyin gang appears; 2. Withdraw with the unanimous consent of all partners; 3. It is difficult for the partner to continue to participate in the partnership; 4. Other partners seriously violate the obligations stipulated in the partnership agreement.

Legal basis: Partnership Enterprise Law of the People's Republic of China Article 45 If the partnership agreement stipulates the term of the partnership, during the existence of the partnership enterprise, if there is one of the following circumstances, the partners may withdraw from the partnership:

1) The reason for withdrawal stipulated in the partnership agreement appears;

2) With the unanimous consent of all partners;

3) The occurrence of reasons for the partners to continue to participate in the partnership;

4) Other partners seriously violate the obligations stipulated in the partnership agreement.

Article 78 of the Partnership Enterprise Law, if a limited partner falls under any of the circumstances listed in Items 1, 3 to 5 of the first paragraph of Article 48 of this Law, he or she shall withdraw from the partnership as a matter of course.

According to the provisions of the relevant provisions, the statutory withdrawal of limited partners:

1) The natural person who is a limited partner dies or is declared dead in accordance with the law. A citizen's capacity for civil rights begins at birth and ends at death. If a limited partner who is a natural person dies, he loses the capacity for civil rights and no longer has legal personality, and of course, he also loses his partner qualification and withdraws from the partnership.

2) A legal person or other organization that is a prudent partner has its business license revoked, ordered to close down, revoked, or declared bankrupt in accordance with the law. The occurrence of the above-mentioned circumstances in a legal person or other organization that is a limited partner means that the partner has been cancelled and has lost his legal personality, which is equivalent to the death of a natural person partner, and he should naturally lose his partner qualifications.

3) The law or the partnership agreement stipulates that the limited partner must have the relevant qualifications and lose such qualifications.

1. The conditions for the withdrawal of a limited partner are different from those for the withdrawal of a general partner.

1. If a natural person who is a limited partner loses the capacity for civil conduct during the existence of the limited partnership, the other partners shall not require him to withdraw from the partnership (Article 79). This is because the limited partners do not perform the affairs of the partnership, and the incapacity of the limited partners has no material impact on the partnership. In addition, the general return on investment period of a limited partnership is very long, and if the incapacitated person is required to withdraw from the partnership, the income of the partnership cannot be obtained, and it is not fair because of the return of the partnership.

2. In the event of the death of a natural person who is a limited partner, is declared dead in accordance with the law, or is terminated as a legal person or other organization of a limited partnership, his heirs or successors may obtain the qualifications of the limited partner in the partnership in accordance with the law (Article 80). This is because the limited partners do not carry out the affairs of the partnership, and the transfer of the capital contribution of the limited partners to a person outside the limited partnership has no material impact on the affairs of the limited partnership. This can not only reduce the trouble of settlement due to withdrawal, but also maintain the stability of the limited partnership property.