Metales tóxicos pesados y sus implicancias en la salud

COLLECTIF AND EN COMMANDITE

Application of articles 337 to 342.

Amended by: IV. 2003.126.

336. (1) The provisions of articles 337 to 342 shall apply to the amalgamation of partnerships en nom collectif and partnerships

en commandite or limited partnerships.

(2) Amalgamation between two or more commercial

p a r t n e r s h i p s (r e f e r r e d t o i n t h i s P a r t a s " t h e a m a l g a m a t i n g c o m m e r c i a l p a r t n e r s h i p s " ) m a y b e e f f e c t e d w h e r e a l l t h e amalgamating commercial partnerships are en nom collectif or where they are all en commandite or or limited partnerships or w h e r e a t l e a s t o n e o f t h e c o m m e r c i a l p a r t n e r s h i p s b e i n g a m a l g a m a t e d i s e n n o m c o l l e c t i f a n d t h e o t h e r c o m m e r c i a l p a r t n e r s h i p o r p a r t n e r s h i p s a r e e n c o m m a n d i t e o r l i m i t e d partnerships, or vice versa.

Requirements for amalgamation of commercial partnerships. 337. (1) The provisions of article 330(2) shall apply to the

amalgamation of any two or more commercial partnerships whether such an amalgamation is effected by the formation of a new commercial partnership (referred to in th is Part as "th e new commercial partnership") instead of the existing commercial p a r t n e r s h i p s (r e f e r r e d t o i n t h i s P a r t a s " t h e c o m m e r c i a l partnerships to be substituted") or by the merger of one or more commercial partnerships (referred to in this Part as "the commercial partnerships to be acquired") with another existing commercial partnership (referred to in this Part as "the acquiring commercial partnership") as though references to conversion therein were references to amalgamation.

(2) The commercial partnerships to be acquired or, as the case may be, the commercial partnerships to be substituted, shall be dissolved without having to be wound up in accordance with the relevant provisions of Part III of this Act, and dissolution shall be deemed to take place when the amalgamation becomes effective in accordance with the provisions of article 339.

Registration of the amalgamation of commercial partnerships.

338. (1) The decisions taken by each of the amalgamating commercial partnerships approving the amalgamation together with the instruments giving effect thereto, or an authentic copy thereof, shall be delivered for registration to the Registrar, who, being satisfied that the requirements of article 337 have been complied with, shall register them.

(2) The aforesaid delivery shall be made by any of the partners of the new commercial partnership or of the acquiring commercial partnership as the case may be.

Where a commercial partnership ceases or partnerships cease to exist on amalgamation.

339. (1) Upon the amalgamation of two or more commercial partnerships which has become effective either through the lapse of the period referred to in article 341 or where objection is made under that article, by a decision of the court, the Registrar shall strike the name of the commercial partnership or of each of the commercial partnerships ceasing to exist off the register and shall, according to the case, either issue a new certificate of registration for the new co mmercial partnership denoting the fact of the f o r m a t i o n o f t h e c o m m e r c i a l p a r t n e r s h i p a s a r e s u l t o f t h e amalgamation, or issue a certificate of registration altered to meet t h e c i r c u m s t a n c e s o f t h e c a s e a n d d e n o t i n g t h e f a c t o f t h e amalgamation for the acquiring commercial partnership; and where an amalgamation which has been registered under this article becomes ineffective by a decision of the court under article 341, the Registrar shall amend the registration accordingly.

(2) The Registrar shall, in the cases specified in subarticle (1), i n r e s p e c t o f e v e r y o n e o f t h e a m a l g a m a t i n g c o m m e r c i a l partnerships, either proceed to publish the amalgamation after it has become effective or to publish a notice that the amalgamation has become ineffective by decision of the court under article 341, in accordance with the provisions of article 401(1)(e).

Partners with unlimited liability to remain bound unless creditors consent to amalgamation.

340. The amalgamation of two or more commercial partnerships shall not discharge partners with unlimited liability from liability for the obligations of the amalgamating commercial partnerships contracted prior to the publication of the statement referred to in article 401(1)(e), unless it is proven that the creditors of the amalgamating commercial partnerships have given their consent to the amalgamation.

Right of creditors to oppose amalgamation.

341. (1) The amalgamation of two or more commercial

partnerships shall not take effect until three months from the date of the publication of the statement referred to in article 401(1)(e) relating to the decisions approving the amalgamation.

(2) During the aforesaid period of three months any creditor of any of the amalgamating commercial partnerships whose debt existed prior to the publication of the statement referred to in subarticle (1) may by writ of summons object to the amalgamation, and if he shows good cause why it should not take effect, the court shall either uphold the objection or allow the amalgamation to proceed upon sufficient security being given.

(3) Without prejudice to the provisions of subarticle (2) any partner of any of the amalgamating commercial partnerships or the

Registrar shall have the right to challenge the validity of the amalgamation only within the aforesaid period of three months by means of a writ of summons.

(4) Where as a result of the proceedings for which provision is made in subarticle (3), the court is satisfied that the amalgamation is not valid, the court shall disallow the said amalgamation:

Provided that the court shall have the right to suspend its decision disallowing the amalgamation and to grant time which shall not be in excess of six months, to the commercial partnership or partnerships in default to remedy the default rendering the amalgamation invalid; and if the default is remedied within the time allowed, the amalgamation shall take effect.

Acquiring or new commercial partnership succeeds commercial partnership ceasing to exist. Amended by: IV. 2003.127; II. 2004.59.

342. (1) An acquiring commercial partnership or, where a new commercial partnership is formed, the new commercial partnership, shall succeed to all the assets, rights, liabilities and obligations of the commercial partnership or partnerships ceasing to exist, without the requirement of any formalities othe r than thos e required under this Title, and the said succession shall be effective as regards third parties.

(2) Where the acquiring commercial partnership or the new commercial partnership, as the case may be, is a partnership en nom collectif, the unlimited liability of all the partners thereof shall also e x t e n d t o t h e o b l i g a t i o n s o f t h e c o m m e r c i a l p a r t n e r s h i p o r partnerships ceasing to exist.

(3) Where the acquiring commercial partnership or the new commercial partnership as the case may be is a partnership en commandite or limited partnership the unlimited liability of all the general partners thereof shall also extend to the obligations of the commercial partnership or partnerships ceasing to exist.