Article (322)
a— General partnership companies, limited partnership companies and associations in participation shall be dissolved for any of the following reasons:
1— Withdrawal of a partner from the company if its term is indefinite. However, the partner shall withdraw in good faith and notify the other partners of his withdrawal in a suitable time, failing which a court order may be obtained obliging the partner to continue in the company and to pay compensation if necessary. If the company's term is definite the partner shall not withdraw from the company without a court order.
2— Death of a partner or if a court passes a restraint order against him or if he is adjudged bankrupt or insolvent.
b— The company's memorandum of association may provide for its continuation with the heirs of a deceased partner even if all or some of them are minors. If the deceased partner was a joint partner and the heir is a minor, the minor shall be considered a ing partner to the extent of his share in that of his legator. In this case the continuation of the company shall not require a court order to keep the minor's money in the company.
c— The company's memorandum of association may provide for its continuation with the remaining partners in case of withdrawal or death of a partner or if an order of distraint is passed against him or if he adjudged bankrupt or insolvent. If the company's memorandum of association does not contain such a provision, the partners may, within sixty days from the date of withdrawal, death or the order of distraint or adjudication of bankruptcy or insolvency unanimously agree to continue the company among them. Such agreement shall not be binding on third parties before the date of entering it in the Commercial Registry.
d— In all cases of continuation of the company among the remaining partners, the share of the withdrawing partner shall be evaluated by an accredited auditor unless the company's memorandum of association provides for another method of evaluation. Such partner or his heirs shall not have a share in subsequent rights except for those resulting from operations performed before his withdrawal from the company.