الاتفاق على إعفاء الشريك الخارج من المسؤولية في الشركة التضامنية

Abstract EN

The agreement of the external partner with the internal partner to exempt him from all the obligations prior to the sale of the share, arrange the effects on others, as well as its impact on the rest of the partners.

As for others, the external partner remains responsible for all previous obligations or debts to act even if the contract of sale or waiver does not take responsibility for those previous debts, to be borne by the internal partner, whether published by the Registrar of Companies or not published, because this role is contrary to the characteristics of the company in relation to personal liability, unlimited and solidarity, because it is a condition starting and ending.

As for the effect of the exemption from liability on the rest of the partners, this matter was not addressed by the Iraqi legislator or any other legislation.

In order to answer this question, a distinction should be made between the partner who knows the condition and the good partner who is not aware of it.

Does not apply to the partner's good faith, so if the partner is harmed by the previous obligations of the company, he can refer to this partner, as a partner in solidarity with him at the time of the commitment.

As for the partner who knows the condition, it is valid to face him as long as he agrees, so he can not return to this partner anything, but will return to the partner in accordance with the same condition, and at the same time the partner can go back to the partner who knows the condition, if Has been submitted for review by a former creditor due to his previous obligations.