Das Ausscheiden des einzigen Komplementärs aus einer Kommanditgesellschaft

If the sole general partner leaves the limited partnership, the partnership consists solely of limited partners. This is foreign to partnership law, as the principle of unlimited liability for partners applies in the interest of creditors. In contrast, the limited partners are interested in maintaining their liability limitation, while the general partner invokes his right to terminate his membership in the partnership. This work critically analyzes the proposed solutions for the exit of the sole general partner. Taking into account the relevant corporate law foundations, it develops a solution that is equitable for both multi-member and two-member limited partnerships.