Article 78. Consequences of leaving a member out of a full partnership.

1. A participant who has withdrawn from a full partnership shall be paid the value of a part of the partnership's property corresponding to the share of this participant in the share capital, unless otherwise provided by the memorandum of association. By agreement of the outgoing participant with the remaining participants, the payment of the value of the property may be replaced by the issuance of the property in kind.
The part of the property of the partnership due to the retiring participant or its value shall be determined by the balance sheet drawn up, except for the case provided for in Article 80 of this Code, at the time of its retirement.
2. In the event of the death of a participant in a full partnership, his heir may enter into a full partnership only with the consent of the other participants.
A legal entity that is the legal successor of a reorganized legal entity that participated in a full partnership has the right to enter into the partnership with the consent of its other participants, unless otherwise provided by the constituent partnership agreement.
Settlements with the heir (successor) who has not entered into the partnership shall be made in accordance with paragraph 1 of this article. The heir (successor) of a participant in a full partnership shall be liable for the obligations of the partnership to third parties, for which, in accordance with paragraph 2 of Article 75 of this Code, the retired participant would be liable, within the property of the retired participant of the partnership that has passed to him.
3. If one of the participants has left the partnership, the shares of the remaining participants in the share capital of the partnership respectively increase, unless otherwise provided by the memorandum of association or other agreement of the participants.

<< Article 77 TKRF Back to table of contents Article 79 of the TKRF >>

Links to other articles of chapter 4. Legal entities:
Article 48. The concept of a legal entity.
Article 49. Legal capacity of a legal entity.
Article 50. Commercial and non-profit organizations.
Article 51. State registration of legal entities.
Article 52. Constituent documents of a legal entity.
Article 53. Bodies of a legal entity.
Article 54. Name and location of the legal entity.
Article 55. Representative offices and branches.
Article 56. Responsibility of a legal entity.
Article 57. Reorganization of a legal entity.
Article 58. Succession in the reorganization of legal entities.
Article 59. Transfer deed and separation balance sheet.
Article 60. Guarantees of the rights of creditors of a legal entity during its reorganization.
Article 61. Liquidation of a legal entity.
Article 62. Duties of the person who made the decision to liquidate the legal entity.
Article 63. Procedure for liquidation of a legal entity.
Article 64. Satisfaction of creditors' claims.
Article 65. Insolvency (bankruptcy) of a legal entity.
Article 66. Basic provisions on business partnerships and companies.
Article 67. Rights and obligations of participants in an economic partnership or company.
Article 68. Transformation of business partnerships and companies.
Article 69. Basic provisions on a full partnership.
Article 70. Constituent agreement of a full partnership.
Article 71. Management in full partnership.
Article 72. Conducting affairs of a full partnership.
Article 73. Obligations of a participant in a full partnership.
Article 74. Distribution of profits and losses of a full partnership.
Article 75. Responsibility of participants of a full partnership for its obligations.
Article 76. Changes in the composition of participants in a full partnership.
Article 77. Exit of the participant from the full partnership.
Article 79. Transfer of a participant's share in the share capital of a full partnership.
Article 80. Enforcement of a share of a participant in the share capital of a full partnership.
Article 81. Liquidation of a full partnership.
Article 82. Basic Provisions on the Partnership on Faith.
Article 83. The foundation agreement of a limited partnership.
Article 84. Management in a limited partnership and the conduct of its affairs.
Article 85. Rights and obligations of the investor of a limited partnership.
Article 86. Liquidation of a limited partnership.
Article 87. Basic provisions on a limited liability company.
Article 88. Participants in a limited liability company.
Article 89. Constituent documents of a limited liability company.
Article 90. The authorized capital of a limited liability company.
Article 91. Management in a limited liability company.
Article 92. Reorganization and liquidation of a limited liability company.
Article 93. Transfer of a share in the authorized capital of a limited liability company to another person.
Article 94. Withdrawal of a participant in a limited liability company from a company.
Article 95. Basic Provisions on Companies with Additional Liability.
Article 96. Basic Provisions on Joint-Stock Company.
Article 97. Open and closed joint stock companies.
Article 98. Formation of a joint stock company.
Article 99. The authorized capital of the company.
Article 100. Increase of the authorized capital of a joint-stock company.
Article 101. Reduction of the authorized capital of a joint-stock company.
Article 102. Restrictions on the issue of securities and the payment of dividends of a joint-stock company.
Article 103. Management in a joint-stock company.
Article 104. Reorganization and liquidation of a joint-stock company.
Article 105. Affiliated economic society.
Article 106. Dependent economic company.
Article 107. The concept of a production cooperative.
Article 108. Formation of production cooperatives.
Article 109. Property of a production cooperative.
Article 110. Management in a production cooperative.
Article 111. Termination of membership in a production cooperative and transfer of a share.
Article 112. Reorganization and liquidation of production cooperatives.
Article 113. Unitary enterprise.
Article 114. Unitary enterprise based on the right of economic management.
Article 115. Unitary enterprise based on the right of operational management.
Article 116. Consumer cooperative.
Article 117. Public and religious organizations (associations).
Article 118. Funds.
Article 119. Amendment of the charter and liquidation of the fund.
Article 120. Institutions.
Article 121. Associations of legal entities (associations and unions).
Article 122. Constituent documents of associations and unions.
Article 123. Rights and obligations of members of associations and unions.