Explanation of Article 548
The article refers to the effect of the termination of a partnership with one of the partners while the remaining partners continue, whether the reason for this termination is the death of that partner, their interdiction, insolvency, entry into liquidation procedures, withdrawal, or expulsion. The effect of this is the liquidation of their share in the company; the share of the partner whose partnership has ended is assessed, and the value of their share is determined at the time the reason for termination occurs, i.e., at the time of withdrawal, expulsion, death, interdiction, insolvency, or entry into liquidation procedures. The relevant time is when the reason becomes effective. If the partners agree on its effectiveness upon notification, it is calculated from that time, and if it is judicial, it is calculated from the date of the court ruling. Once the share of the partner whose partnership has ended is assessed, their share is paid to them in cash.
The liquidation of the partner's share results in them having no share in any subsequent rights except to the extent that those rights result from operations prior to the occurrence of the reason.
These provisions stipulated in the article are not of public order; therefore, the article allows the partners to agree contrary to the provisions stipulated, such as agreeing to assess their share at another time or to give their share in kind rather than in cash.
Related To
Article 548
If a company continues to exist among the partners except for one partner, said partner’s share in the company shall be valued as of the time the grounds for termination of his partnership occurred; said partner or his heirs shall be paid in cash, unless agreed otherwise.