When Does General Partner Status Terminate in a Partnership Company?

Quick answer: General partner status terminates in the following cases: voluntary capital withdrawal, death, being declared by a Court to have lost/lost part of civil act capacity, expulsion from the company, serving a prison sentence, or being banned from practicing or holding positions by a Court. The core principle: a person whose status has terminated remains liable for the company’s debts and obligations arising before the termination (Articles 185–186 of the Law on Enterprises 2020).

Legal Basis

• Articles 185–186 of the Law on Enterprises 2020 — termination of general partner status.

Cases of Status Termination

• Voluntary capital withdrawal from the company (approved by the Members’ Council);
• Death, or being declared dead by a Court;
• Being declared by a Court to have lost civil act capacity, limited capacity, or difficulty in cognition and behavior control;
• Expulsion from the company under the charter;
• Serving a prison sentence or being banned from practicing or holding positions by a Court as prescribed.

Procedures upon Termination

• The company registers the change of enterprise registration contents (change of general partners);
• Determine and pay the capital contribution to be refunded (if any);
• Notify creditors and partners of the change of general partners.

Liability After Termination of Status

• Remains unlimitedly liable for debts and obligations arising before the termination of status;
• Not liable for obligations arising after termination (unless otherwise agreed);
• Where a general partner dies: the heir may become a general partner if approved by the Members’ Council.

If you need to determine the appropriate approach for your specific situation, you should consult a lawyer first to have your dossier reviewed and receive advice on handling options.

For prompt consultation, please contact our lawyers at 0966.475.966.

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