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One formed by two or more persons having as members one or more general partners and
one or more limited partners wherein the limited partners as such shall not be bound by
the obligations of the partnership beyond their capital contributions (Art. 1843)
CHARACTERISTICS:
1. Formed by compliance with statutory requirements;
2. One or more general partners control the business;
3. One or more limited partners contribute to the capital and share in the profits but do not
participate in the management of the business and are not personally liable for partnership
obligations beyond their capital contributions;
4. May ask for the return of their capital contributions under conditions prescribed by law;
5. Partnership debts are paid out of common fund and the individual properties of general
partners
DIFFERENCES BETWEEN GENERAL AND LIMITED PARTNER/PARTNERSHIP
GENERAL
LIMITED
No participation in management
partnership
Interest not assignable without consent of other
partners
Name may appear in firm name
No prohibition
to legal representative
As Trustee
1. Deficiency in
contribution
returned
2. Unpaid contribution
AMENDMENT/CANCELLATION OF CERTIFICATE
Cancelled:
1. Partnership is dissolved other than by reason of expiry of term
2. All limited partners cease to be such
Amended:
1. Change in name of partnership, amount/character of contribution of ltd. Partner
2. Substitution of ltd. Partner
3. Admission of additional ltd. Partner
4. Admission of gen. partner
5. Death, insolvency, insanity, civil interdiction of gen. partner & business is continued
6. Change in character of business
7. False/erroneous statement in certificate
8. Change in time as stated in the certificate for dissolution of partnership/return of
contribution
9. Time is fixed for dissolution of partnership. Return of contribution if no orig. time specified
10. Change in other statement in certificate