Chapter Third: Dissolution of the Company and Expulsion of Partners

Article 910

Art. 910 - The partnership ends: \t1) by the expiration of the term fixed for its duration, or by the occurrence of the resolutory condition; \t2) by the achievement of the object for which it was entered into or by the impossibility of achieving it; \t3) by the extinction of the common property, if the partial loss is sufficiently considerable to prevent profitable operation; \t4) by the death, declared absence, or legal interdiction for mental incapacity of one of the partners, if it was not agreed that the partnership would continue with his heirs or representatives, or that it would continue among the survivors; \t5) by the declaration of bankruptcy or judicial liquidation of one of the partners; \t6) by the common will of the partners; \t7) by the resignation of one or more partners, when the duration of the partnership is not determined, either by the contract or by the nature of the business which forms its object; \t8) by order of the court, in cases provided by law.

Article 911

Art. 911 - When one of the partners has contributed the use of a specific thing, any loss occurring before or after delivery shall effect the dissolution of the company with regard to the partners. The same provision applies in the case where the partner who has undertaken to contribute their industry finds themselves unable to provide their services.

Article 912

Art. 912 - The partnership, dissolved of right after the expiration of the time established for its duration, or the completion of the business for which it was entered into, is nevertheless tacitly renewed when, despite the expiration of the agreed term or the completion of the business, the partners continue the operations which formed the object of the partnership. The tacit renewal is deemed made from year to year.

Article 913

Art. 913 - The private creditors of a partner may object to the extension of the company. They only have this right, however, if their claim has been liquidated by a judgment that has become final and binding. The objection suspends, with regard to the objecting parties, the effect of the company's extension. However, the other partners may have the partner, for whose reason the objection was made, excluded. The effects of the exclusion are determined by Article 918.

Article 914

Art. 914 - Any partner may pursue the dissolution of the partnership, even before the established term, if there are just causes, such as serious disputes arising between the partners, the breach by one or more of them of the obligations resulting from the contract, the impossibility in which they find themselves to fulfill them. \tPartners cannot renounce in advance the right to demand dissolution in the cases indicated in the present article.

Article 915

Art. 915 - When the duration of the company is not determined, either by the contract or by the nature of the business, each of the partners may withdraw from it by notifying their withdrawal to all the others, provided that this withdrawal is made in good faith and does not take place at an inopportune time. The withdrawal is not made in good faith when the partner withdraws in order to appropriate to themselves alone the profit that the partners had proposed to derive in common. It is made at an inopportune time when the assets are no longer intact and it is in the interest of the company that the dissolution be deferred. In all cases, it only takes effect at the end of the financial year, and it must be given at least three months prior to this period, unless there are serious grounds.

Article 916

Art. 916 - If it was agreed that in case of death of one of the partners, the partnership would continue with his heirs, the clause has no effect if the heir is incapable. \tThe competent court may, however, authorize minors or incapable persons to continue the partnership, if there is a serious interest for them to do so. It shall prescribe, in that case, all measures required by the circumstances in order to safeguard their rights.

Article 917

Art. 917 - Commercial companies are deemed dissolved with regard to third parties, prior to the expiration of their stipulated term, only one month after the publication of the judgment or other instrument resulting in the dissolution.

Article 918

Art. 918 - In the case of article 914 and in all cases where the partnership is dissolved by death, absence, interdiction or declared insolvency of one of the partners, or by minority of heirs, the other partners may continue the partnership between themselves by having the Court declare the exclusion of the partner giving rise to the dissolution. In this case, the excluded partner and the heirs or other legal representatives of the deceased, interdicted, absent or insolvent partner have the right to reimbursement of their share in the social fund and in the profits, liquidated on the day on which the exclusion was pronounced. They participate in the profits and losses subsequent to this date only insofar as they are a necessary and direct consequence of what was done before the exclusion, absence, death or insolvency of the partner to whom they succeed. They may not require payment of their share except at the time of distribution according to the partnership agreement.

Article 919

Art. 919 - When there are only two partners, the one who did not cause the dissolution in the cases provided for in articles 914 and 915 may be authorized to continue the operation for their own account, assuming the assets and liabilities.

Article 920

Art. 920 - In the event of the death of the partner, their heirs are bound by the same obligations as the heirs of the agent.

Article 921

Art. 921 - After the dissolution of the company, the administrators may not undertake any new operations, except those necessary to liquidate the ongoing affairs; in case of contravention, they are personally and jointly liable for the affairs undertaken by them. This prohibition takes effect from the day of the expiration of the period fixed for the duration of the company, or the completion of the affair for which it was constituted, or the event which, according to the law, produces the dissolution of the company.