问题 单项选择题

丁、贺、李、秦四人成立了一个普通合伙企业,现在合伙企业存续期间,出现下列情况,在合伙协议没有明确规定的情况下,合伙人的主张不成立的有:

A.丁在合伙企业成立1年后个人丧失了偿债的能力,丁某当然退伙

B.秦要求退伙,丁、贺、李三人同意了这一要求

C.因为一起侵权案件,贺某须向被侵权人承担一笔赔偿责任,贺在合伙企业中的全部财产份额被人民法院强制执行,贺某应当被除名

D.李在执行合伙事务时严重违反了合伙协议约定给合伙企业造成重大损失,秦提出将李某除名

答案

参考答案:C

解析:[考点] 退伙
《合伙企业法》第45条规定,合伙协议约定合伙期限的,在合伙企业存续期间,有下列情形之一的,合伙人可以退伙:(1)合伙协议约定的退伙情形出现;(2)经全体合伙人一致同意;(3)发生合伙人难以继续参加合伙的事由; (4)其他合伙人严重违反合伙协议约定的义务。第 46条规定,合伙协议未约定合伙期限的,合伙人在不给合伙企业事务执行造成不利影响的情况下,可以退伙,但应当提前30日通知其他合伙人。选项B符合上述,为声明退伙规定。
《合伙企业法》第48条规定,合伙人有下列情形之一的,当然退伙:(1)作为合伙人的自然人死亡或者被依法宣告死亡;(2)个人丧失偿债能力;(3)作为合伙人的法人或者其他组织依法被吊销营业执照、责令关闭、撤销,或者被宣告破产;(4)法律规定或者合伙协议约定合伙人必须具有相关资格而丧失该资格;(5)合伙人在合伙企业中的全部财产份额被人民法院强制执行。合伙人被依法认定为无民事行为能力人或者限制民事行为能力人的,经其他合伙人一致同意,可以依法转为有限合伙人,普通合伙企业依法转为有限合伙企业。其他合伙人未能一致同意的,该无民事行为能力或者限制民事行为能力的合伙人退伙。退伙事由实际发生之日为退伙生效日。该法第49条第1款规定,合伙人有下列情形之一的,经其他合伙人一致同意,可以决议将其除名: (1)未履行出资义务;(2)因故意或者重大过失给合伙企业造成损失;(3)执行合伙事务时有不正当行为;(4)发生合伙协议约定的事由。根据以上规定判断,选项AC都是第48条提到的当然退伙的情形,分别满足该条的第(2)项和第(5)项。D项满足该法第 49条除名的事由。

阅读理解

When Paul was a boy growing up in Utah, he happened to live near a copper smelter(炼铜厂), and the chemicals that poured out had made a wasteland out of what used to be a beautiful forest. One day a young visitor looked at this wasteland and called it an awful area. Paul knocked him down. From then on, something happened inside him.

Years later Paul was back in the area, and he went to the smelter office. He asked if they had any plans or if they would let him try to bring the trees back. The answer from that big industry was “No.”

Paul then went to college to study the science of plants. Unfortunately, his teachers said there weren't any birds or squirrels to spread the seeds. It would be a waste of his life to try to do it. He was told everyone knew that even if he was knowledgeable as he had expected, he wouldn't get his idea accepted.

Paul later got married and had some kids. But, his dream would not die. And then one night he did what he could with what he had. Under the cover of darkness, he went secretly into the wasteland and started planting.

And every week, he made his secret journey into the wasteland and planted trees and grass. For fifteen years he did this against the plain common sense. Slowly rabbits appeared. Later, as there was legal pressure to clean up the environment, the company actually hired Paul to do what he was already doing.

Now the place is fourteen thousand acres of trees and grass and bushes, and Paul has received almost every environmental award Utah has. It took him until his hair turned white, but he managed to keep that impossible vow(誓言) he made to himself as a child.

小题1:When Paul was a boy, _________.

A.he had decided never to leave his hometown

B.the economy of Utah depended on the copper smelter

C.he had determined to stop the copper smelter polluting the area

D.no laws were made to protect the environment against pollution小题2:Why did Paul go to college to study the science of plants?

A.He wanted to find out the best way to save the area himself.

B.He was interested in planting trees since he was young.

C.He wanted to get more knowledgeable people to help him.

D.He thought his knowledge would make his advice more persuasive.小题3:What does the underlined phrase “the plain common sense” in paragraph 5 probably refer to?

A.That his normal work and life would be greatly affected.

B.That it was impossible for trees to grow on the wasteland.

C.That no one would like to join him in the efforts.

D.That he had to keep everything he did secret.小题4:The message of the passage is that ___________.

A.perseverance(持之以恒) will work wonders

B.action speaks louder than words

C.God helps those who help themselves

D.many hands make light work.

单项选择题