Title: Is it permitted to sell a capital contribution when the general partners of the company do not allow it?
According to the provisions of the Enterprise Law 2014, an enterprise is an organization with a distinct name, assets, a transaction office, and is registered for establishment in accordance with the law for business purposes. Within that framework, a partnership company must have at least two members who are co-owners and conduct business under a common name (collectively regarded as general partners). Besides the general partners, the company may also have capital contributing members.
Article 175 of the Enterprise Law 2014 stipulates:
"Article 175. Restrictions on the rights of general partners
1. A general partner is not allowed to be the owner of a private enterprise or a general partner of another partnership company, except with the unanimous consent of the remaining general partners.
2. A general partner is not allowed to, on behalf of themselves or others, conduct business activities in the same profession or business of that company for personal gain or to serve the interests of other organizations or individuals.
3. A general partner is not allowed to transfer part or all of their capital contribution in the company to others without the consent of the remaining general partners."
Hence: Based on the provisions cited above, a general partner is not allowed to transfer part or all of their capital contribution in the company to others without the consent of the remaining general partners.
Therefore: In the case that you provided us, if you are a general partner of the company (partnership company), and you wish to transfer half of your capital contribution in the company to another person, you must obtain the consent of the remaining general partners before transferring.
If you do not receive the consent of the remaining general partners, you are not allowed to transfer your capital contribution to others.
The above is our consultative perspective regarding the issue you are concerned with.
Respectfully!
