Partnership: Rules on Management

The video introduces the rules on managing a partnership, emphasizing that each partner typically has an equal voice unless the partnership agreement specifies otherwise. It outlines four main scenarios for management roles: a manager appointed in the articles of partnership, a manager appointed after partnership formation, multiple appointed managers, and cases where management is not agreed upon.

When a partner is appointed manager in the articles of partnership, they can execute all acts of administration, even if other partners oppose, as long as they act in good faith. This appointment is considered permanent. Revocation of this appointment with just cause requires the vote of partners owning a controlling interest (more than 50% of capital). Without just cause, revocation needs the consent of all partners, including the managing partner, as it signifies a change to the original agreement.

If a managing partner is appointed after the partnership has been constituted, their authority to perform acts of administration is similar to the first scenario. However, their appointment can be revoked with or without just cause by the vote of partners owning a controlling interest. This is because such an appointment is viewed as an agency contract, allowing the principal (the partnership) to revoke the agent's authority at any time.

When multiple partners are appointed as managers, their duties depend on the specifics of their appointment. If their duties are specified, each manager performs only their assigned tasks. If no duties are specified and no stipulation dictates joint action, each manager can separately perform acts of administration. In cases of disagreement among these managers, the decision of the majority of the managing partners prevails. If there's a tie, the decision of the managing partners with the controlling interest takes precedence. If there's a stipulation that all must consent, all managing partners' concurrence is needed for valid acts, unless there's an imminent danger to the partnership.

If no specific manager or management method is agreed upon, all partners are considered managing partners and agents of the partnership, regardless of their capital contributions. Each partner has equal rights in management and can perform acts of administration. However, important alterations to the partnership's immovable property require unanimous consent. If a partner's refusal to consent is prejudicial to the partnership, court intervention may be sought. In cases of opposition among partners, the decision of the majority (per head) prevails. In a tie, the partners with the controlling interest (by capital contribution) make the final decision.