Explanation of Article 543
The first paragraph clarified the scope of the partners' liability in civil companies for debts arising from the company's activities, whether towards third parties or among the partners, as follows: First: The partners' liability towards third parties for the company's debts; this is not governed by the company's contract, but rather by the rules of contracting by agency; including Article (91) which was referred to by the article; since this agency often does not appear to third parties, the obligations arising from the contract for third parties are not attributed to the partners and do not extend to their assets in the company; third parties cannot claim them from the partners except according to those detailed rules in their place there, and in all cases, any obligation imposed by the person managing the company on behalf of the partners outside the limits of his agency, without being authorized by the partners, does not bind them. Second: The partners' liability among themselves for the company's debts; this liability has two assumptions: The first assumption: The company's assets cover the debts, so those debts are paid from them, but this is not done through the debtor, but through the person managing the company as he is the debtor towards the creditor. The second assumption: The company's assets do not cover the debts, so the partners are liable with their personal assets for the remaining debt according to each one's share in the company's capital. If the company's assets are one million riyals and the debt is two million, and each partner's share is half, each bears five hundred thousand riyals. This burden is only among the partners and not towards the third party with whom the person managing the company contracted in his personal capacity. The partner's bearing of the debt incurred by the person managing the company is conditional upon the transaction that gave rise to the debt being authorized by the partners; otherwise, they are not bound by it. Therefore, the article restricted the debt borne by the partner to be connected to its purposes, and it is needless to say that any debt in the company's assets if outside the limits of the agency, such as being unrelated to the company's purposes or arising from tortious liability of the person managing it, does not bind the partners. The second paragraph states that the company's contract does not imply solidarity among the partners unless there is an agreement between them, in which case the creditor can claim the debt from any of the partners according to the rules of solidarity stipulated in the system, allowing the creditor to claim from the solidary partner not as a partner but as a solidary party. This ruling applies to all types of companies in this chapter, including cases where the partner's share is what he commits to in his liability of money or work, as in face or work companies; the partners' agreement that the company is a face or work company does not mean their solidarity among themselves, but there must be an agreement on that; because the partner's share may be what he commits to in his liability of money or work without solidarity with his other partner; solidarity in these companies and all other civil companies is not presumed.
Related To
Article 543
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Subject to the provisions of Article 91 of this Law, if the activities of a company result in a debt related to its purpose and the company’s assets are not sufficient to pay the debt, the partners shall be liable for the payment of such debt from their own funds, each in proportion to his share in the company.
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The company contract shall not require the partners to be jointly and severally liable, unless they agree otherwise.