brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Two: Relationship between Partners
B. Financial reporting280

Art. 558

1 For each financial year, the profit or loss and each partner’s share thereof are determined on the basis of the annual accounts.[281](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17123) 

2 The interest on each partner’s share of the capital may be credited to that partner as provided in the agreement even if that share has been reduced by the loss for that financial year. Unless otherwise agreed, the interest rate is four per cent.

3 When calculating the profit or loss, the contractual fee for the work done by a partner is treated as a debt of the partnership.

[281](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17123) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Two: Relationship between Partners
C. Entitlement to profit, interest and fees

Art. 559

1 Each partner has the right to draw profit, interest and fees for the previous financial year from the partnership’s funds.

2 Where so provided under the agreement, interest and fees may be drawn during the financial year, whereas profit may not be drawn until the annual report has been approved.[282](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17158) 

3 Any profit, interest and fees not drawn by the partner are added to his share of the partnership’s capital once the annual report has been approved, provided that none of the other partners objects.[283](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17177) 

[282](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17158) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).

[283](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17177) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Two: Relationship between Partners
D. Losses

Art. 560

1 Where a partner’s share of the capital has been reduced by losses, he remains entitled to his fees and the interest on his reduced share but may receive his share of the profit only when his share of the capital has been reconstituted.

2 No partner is obliged to make a higher contribution than stipulated in the agreement or to make good any reduction in his contribution caused by losses.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Two: Relationship between Partners
E. Prohibition of competition

Art. 561

Without the consent of the other partners, no partner may engage in the line of business in which the partnership operates either for his own account or for third parties or participate in another business as a partner with unlimited liability, a limited partner or a member of a limited liability company.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
A. In general

Art. 562

The partnership may acquire rights, assume obligations, sue and be sued in its own name.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
B. Representation
I. General principle

Art. 563

Unless the commercial register contains an entry to the contrary, bona fide third parties may safely assume that any partner has authority to represent the partnership.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
B. Representation
II. Scope

Art. 564

1 Any partner entitled to represent the partnership is authorised to carry out in the partnership’s name all transactions that serve the partnership’s objects.

2 Any restriction of the scope of such authority to represent the partnership has no effect as against bona fide third parties.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
B. Representation
III. Withdrawal

Art. 565

1 Authority to represent the partnership may be withdrawn from a partner for good cause.

2 Where a partner makes a prima facie case for the existence of good cause and there is risk in delay, on his application the court may issue an interim order withdrawing authority to represent the partnership. The court’s order must be entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
B. Representation
IV. Registered power of attorney and commercial agency

Art. 566

A registered attorney or commercial agent may be appointed to manage the business of the partnership as a whole only with the consent of all partners authorised to represent the partnership, but such appointment may be revoked as against third parties by any one of them.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
B. Representation
V. Transactions and liability in tort

Art. 567

1 The partnership acquires rights and assumes obligations by the transactions concluded in its name by any partner authorised to represent it.

2 For such effect to occur, it is sufficient that the intention to act on behalf of the partnership can be inferred from the circumstances.

3 The partnership is liable in damages for any tort committed by a partner in the exercise of his partnership function.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
C. Position of creditors
I. Partners’ liability

Art. 568

1 The partners are jointly and severally liable with their entire assets for all obligations of the partnership.

2 Any contrary agreement between partners is void as against third parties.

3 However, a partner may not be held personally liable for a partnership debt, even after he leaves the partnership, unless he has been declared bankrupt or the partnership has been dissolved or debt enforcement proceedings have been brought against it without success. This does not apply to a partner’s liability under a joint and several contract of surety concluded in favour of the partnership.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
C. Position of creditors
II. Liability of new partners

Art. 569

1 A person joining a general partnership is jointly and severally liable with his entire assets together with the other partners even for the partnership’s obligations that predate his accession.

2 Any contrary agreement between partners is void as against third parties.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
C. Position of creditors
III. Insolvency of the partnership

Art. 570

1 The partnership’s creditors are entitled to satisfaction from the partnership’s assets to the exclusion of the personal creditors of the individual partners.

2 Partners have no claim as creditors in insolvency for their capital contributions and accrued interest, but may assert claims for interest already due, fees and any expenses incurred on the partnership’s behalf.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
C. Position of creditors
IV. Insolvency of the partnership and bankruptcy of the partners

Art. 571

1 The insolvency of the partnership does not result in the bankruptcy of the partners.

2 Likewise, the bankruptcy of one of the partners does not result in the insolvency of the partnership.

3 The rights of partnership creditors in the event of the bankruptcy of a partner are governed by the Debt Collection and Bankruptcy Act of 11 April 1889[284](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17352).

[284](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17352) [SR **281.1**](eli/cc/11/529%5F488%5F529/en)
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
D. Position of personal creditors of partners

Art. 572

1 The personal creditors of a partner have no rights to the partnership’s assets for the purposes of satisfying or securing their claims.

2 Enforcement proceedings brought by them are limited to the interest, fees, profit and share in the proceeds of liquidation payable to their debtor in his capacity as partner.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Three: Relationship between the Partnership and Third Parties
E. Set off

Art. 573

1 A personal creditor of a partner may not set off his claim against a debt owed to the partnership.

2 Similarly, a partner may not set off a debt to a personal creditor against any debt owed by the creditor to the partnership.

3 However, where a partnership creditor is simultaneously the personal debtor of a partner, the two debts may be set off against each other provided the partner may be held personally liable for any resulting debt to the partnership.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
A. In general

Art. 574

1 The partnership is dissolved by the commencement of insolvency proceedings against it. In other respects, the provisions governing simple partnerships apply to dissolution except where otherwise provided in this Title.

2 Other than in the event of insolvency, the partners must report the dissolution to the commercial registrar.

3 Where an action for dissolution of the partnership is brought, on application by one of the parties the court may order provisional measures.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
B. Termination by personal creditors

Art. 575

1 In the event of the bankruptcy of a partner, the bankruptcy administration may petition for dissolution of the partnership by giving at least six months’ notice even where the partnership was formed for a fixed term.

2 The same right accrues to a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him.

3 However, until such dissolution has been entered in the commercial register, the partnership or the other partners may prevent the notice from taking effect by satisfying the bankrupt estate or the creditor pursuing his claim.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
C. Withdrawal of partners
I. Agreement

Art. 576

Where the partners agreed prior to dissolution that, notwithstanding the withdrawal of one or more partners, the partnership will be continued by the remaining partners, it ceases to exist only for those that leave; in other respects it continues with all existing rights and obligations.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
C. Withdrawal of partners
II. Exclusion by court order

Art. 577

Where there is good cause for the dissolution of the partnership that pertains chiefly to the person of one or more partners, at the request of all the other partners the court may rule that the partner or partners in question be excluded from the partnership and that their shares of the partnership’s assets be allocated to them.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
C. Withdrawal of partners
III. Exclusion by the other partners

Art. 578

Where a partner is declared bankrupt or a creditor who has attached the share in the proceeds of liquidation of a partner indebted to him requests that the partnership be dissolved, the other partners may exclude the partner in question and allocate his share of the partnership’s assets to him.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
C. Withdrawal of partners
IV. In the case of two partners

Art. 579

1 Where the partnership comprises two partners only, the partner who has not given rise to any cause for dissolution may, on the same conditions, continue the partnership’s affairs and allocate the other partner’s share of the partnership’s assets to him.

2 The court may issue an order to the same effect where dissolution has been requested for good cause pertaining chiefly to the person of one of the partners.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
C. Withdrawal of partners
V. Determining the share

Art. 580

1 The amount payable to a partner leaving the partnership is determined by agreement.

2 Where no provision is made on this matter in the partnership agreement and the parties cannot reach agreement, the court determines the amount with due regard to the asset position of the partnership at the time the partner leaves and any fault attributable to the departing partner.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
C. Withdrawal of partners
VI. Registration

Art. 581

The departure of a partner and the continuation of the partnership’s affairs by one of the partners must be entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Four: Dissolution and Withdrawal
D. Defects in the organisation of the partnership

Art. 581a285

In the case of defects in the required organisation of the general partnership the provision of the law on companies limited by shares apply_mutatis mutandis_.

[285](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17494) Inserted by No I 2 of the FA of 17 March 2017 (Commercial Register Law), in force since 1 Jan. 2021 ([AS **2020** 957](eli/oc/2020/178/en);[BBl **2015** 3617](eli/fga/2015/956/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
A. General principle

Art. 582

Following its dissolution, the partnership is liquidated in accordance with the following provisions, unless the partners have agreed on an alternative approach or the partnership’s assets are subject to insolvency proceedings.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
B. Liquidators

Art. 583

1 The liquidation is carried out by the partners who are authorised to represent the partnership, unless they are prevented from so doing for reasons pertaining to their person or the partners agree to appoint other liquidators.

2 At the request of a partner, for good cause the court may dismiss certain liquidators and appoint others to replace them.

3 The liquidators are entered in the commercial register, even where the representation of the partnership remains unchanged.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
C. Representation of heirs

Art. 584

The heirs of a partner must appoint a joint representative for the purpose of the liquidation.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
D. Rights and obligations of the liquidators

Art. 585

1 The liquidators wind up the dissolved partnership’s current business, discharge its obligations, call in all debts receivable and realise its assets as required for the division thereof.

2 They represent the partnership in all transactions carried out for liquidation purposes, are entitled to conduct legal proceedings, reach settlements, conclude arbitration agreements and even, where required for liquidation purposes, effect new transactions.

3 Where a partner objects to a decision by the liquidators to sell partnership assets at an overall sale price or to their refusal of such a sale or to the manner in which they intend to dispose of immovable property, at his request the court will decide the matter.

4 The partnership is liable for any damage resulting from torts committed by a liquidator in the exercise of his function.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
E. Provisional distribution

Art. 586

1 Funds and other assets not required during the liquidation are distributed among the partners on a provisional basis and brought into account against their final share in the proceeds of liquidation.

2 The funds required to cover disputed obligations or obligations not yet due must be retained.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
F. Division
I. Balance sheet

Art. 587

1 The liquidators shall draw up a balance sheet at the beginning of the liquidation.

2 Where the liquidation lasts for an extended period, interim accounts[286](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17598) shall be drawn up every year.

[286](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17598) Term in accordance with No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)). This amendment has been made in the provisions specified in the AS.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
F. Division
II. Repayment of capital and distribution of surplus

Art. 588

1 Assets remaining after redemption of all partnership debts are used first to repay the capital to the partners and then to pay interest accrued over the liquidation period.

2 Any surplus is distributed among the partners in accordance with the provisions governing partners’ shares in the profit.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
G. Deletion from the commercial register

Art. 589

On completion of the liquidation, the liquidators apply to have the partnership’s business name deleted from the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Five: Liquidation
H. Archiving of ledgers and other documents

Art. 590

1 The ledgers and other documents of the dissolved partnership are kept for ten years commencing on the date of the partnership’s deletion from the commercial register at a location designated by the partners or, if they cannot reach agreement, by the registrar.

2 The partners and their heirs retain the right to inspect the ledgers and other documents.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Six: Prescription
A. Object and prescriptive period

Art. 591

1 Claims of partnership creditors against a partner for partnership debts prescribe five years after the notice of his withdrawal or of the dissolution of the partnership is published in the Swiss Official Gazette of Commerce, unless the debt is by its nature subject to a shorter prescriptive period.

2 Where the debt does not fall due until after such notice, the prescriptive period commences on the due date.

3 Prescription does not apply to claims between partners.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Four: The General Partnership
Section Six: Prescription
C. Interruption

Art. 592

1 The five-year prescriptive period may not be invoked against a creditor seeking satisfaction solely from undivided partnership assets.

2 Where a partner takes over the partnership’s business with all its assets and liabilities, he may not invoke the five-year prescriptive period against its creditors. By contrast, for partners who have left the partnership, the five-year prescriptive period is replaced by the three-year prescriptive period in accordance with the principles governing assumption of debt; the same applies in the event that a third party takes over the partnership’s business with all its assets and liabilities.[287](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e17687) 

**Art. 593**

 An interruption of the prescriptive period as against an ongoing partnership or another partner does not interrupt the prescriptive period as against a departing partner.

[287](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e17687) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section One: Definition and Formation
A. Commercial partnerships

Art. 594

1 A limited partnership is a partnership in which two or more persons join together in order to operate a trading, manufacturing or other form of commercial business under a single business name in such a manner that at least one person is a general partner with unlimited liability but one or more others are limited partners liable only up to the amount of their specific contributions.

2 Partners with unlimited liability must be natural persons, but limited partners may also be legal entities and commercial enterprises.

3 The partners must have the partnership entered in the commercial register.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Five: The Limited Partnership
Section One: Definition and Formation
B. Non-commercial partnerships

Art. 595

Where a limited partnership does not operate a commercial business, it does not exist as a limited partnership until it has itself entered in the commercial register.