All partners of a general partnership shall bear unlimited joint and several liability for all debts of the enterprise.
Answer: B, C and D are all general partners, and jointly established A (company), and B is the executor of general partnership affairs authorized by A, C and D. When B signs a contract with B on behalf of A (company), it is unable to repay the debt to B (company):
1. When all the property of A (the company) is enforced, it is enough to repay the debt of B (the company), so the partner is not liable.
2. When all the property of A (company) is enforced, which is not enough to repay the debt of B (company), the general partner A,? Party B, Party C and Party D shall be jointly and severally liable for the insufficient part of all the property of Party A (the company) after compulsory execution. And follow the repayment order of enterprises before individuals. The general partner shall bear unlimited joint and several liability for the debts of the enterprise.
3. When making personal repayment, Party B (the company) has the right to ask any partner to repay the debt. After that, the partner may require other partners to bear the repayment responsibility according to the share agreed in the partnership agreement.
Unlimited joint liability: when the property of the enterprise cannot be paid off, all the partners of the general enterprise will repay the rest until it is fully paid off.
Second, special general partnership.
To pay off the debts of a special general partnership, we must first determine what causes the debts, and then judge how the debtor pays off. (From Debts to People)
1. In general, the partners of a special general partnership are jointly and severally liable for all debts of the enterprise.
2. If the partners A and B (one or more) have intentional or gross negligence, they shall bear unlimited joint and several liability for the debts, while Party C and Party D shall only bear limited liability based on their share of the property in the enterprise.
Three. Limited partnership
To pay off the debts of a limited partnership, we must first determine the responsibilities of the partners, and then judge how to pay off the debts. (from person to debt)
1. A limited partnership must have at least 1 general partners and 1 limited partners.
2. General partners A and B shall bear unlimited joint and several liability for all debts of the enterprise, and limited liability persons C and D shall bear limited liability for all debts of the enterprise (limited liability refers to taking the capital contribution subscribed by limited partners as the responsibility scope of the limited partnership enterprise).
3. When the limited liability person C intends to convince the third party B (the company) that he is a general partner, and B (the company) has reason to believe that C is a general partner, A, B and C shall all bear unlimited joint and several liabilities when repaying the debts of B (the company). Limited partner d only undertakes limited liability. (Limited partners are jointly and severally liable for intentional or gross negligence. )
Extended data
The State Council has decided to make the following amendments to the Measures for the Administration of Partnership Enterprise Registration in People's Republic of China (PRC):
One paragraph is added to Article 2 as the second paragraph: "When applying for partnership enterprise registration, the applicant shall be responsible for the authenticity of the application materials."
Two, delete the second paragraph of article third.
Three. Article 4 is amended as: "The administrative department for industry and commerce is the partnership enterprise registration authority (hereinafter referred to as the enterprise registration authority).
"the State Council Administration for Industry and Commerce is responsible for the registration and management of national partnership enterprises.
"The municipal and county administrative departments for industry and commerce shall be responsible for the registration of partnership enterprises within their respective jurisdictions.
"The administrative department for industry and commerce of the State Council may make special provisions on the registration jurisdiction of special general partnerships and limited partnerships.
Where laws and administrative regulations provide otherwise on the jurisdiction of partnership registration, such provisions shall prevail.
Four. Article 7 is renumbered as Article 6 and amended as: "The registered items of a partnership enterprise include:
"(1) Name;
"(2) Main business premises;
"(3) Partners in executive affairs;
"(4) Business scope;
"(5) Type of partnership enterprise;
"(6) the name and domicile of the partner, the way of assuming responsibility, the amount of subscribed or paid-in capital contribution, the time limit for payment, the way of capital contribution and the way of evaluation.
"If the partnership agreement stipulates the partnership term, the registered items shall also include the partnership term.
If the executive partner is a legal person or other organization, it shall also include the representative appointed by the legal person or other organization (hereinafter referred to as the appointed representative).
China Net-the State Council's Decision on Amending the Measures for the Administration of Partnership Enterprise Registration in People's Republic of China (PRC)
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