LIMITED PARTNERSHIP b.

To answer for eviction in case the partnership is deprived

—one formed by 2 or more persons having as members one or of the determinate property contributed (Art. 1786)
more general partners and one or more limited partners, the latter c. To answer to the partnership for the fruits of the property
not being personally liable for the obligations of the partnership. the contribution of which he delayed, from the date they should
AS TO DURATION have been contributed up to the time of actual delivery (Art. 1786)
1. PARTNERSHIP AT WILL—one in which no time is specified d. To preserve said property with the diligence of a good father
and is not formed for a particular undertaking or venture which of a family pending delivery to partnership (Art. 1163)
may be terminated anytime by mutual e. To indemnify partnership for any damage caused to it by the
Agreement. retention of the same or by the delay in its contribution (Arts. 1788,
2. PARTNERSHIP WITH A FIXED TERM 1170) .
—the term for which the partnership is to exist EFFECT OF FAILURE TO CONTRIBUTE
is fixed or agreed upon or one formed for a particular undertaking PROPERTY PROMISED:
AS TO LEGALITY OF EXISTENCE 1. Partners becomes ipso jure a debtor of the partnership even
1. DE JURE PARTNERSHIP in the absence of any demand (See Art. 1169)
—one which has complied with all the legal requirements 2. Remedy of the other partner is not rescission but specific
for its establishment. performance with damages from defaulting partner(Art. 1788)
2. DE FACTO Obligations with respect to contribution of money and money
—one which has failed to comply with all the legal requirements converted to personal use:
for its establishment. a. To contribute on the date fixed the amount he has
AS TO PURPOSE undertaken to contribute to the partnership
1. COMMERCIAL OR TRADING PARTNERSHIP b. To reimburse any amount he may have taken from the
—one formed for the transaction of business partnership coffers and converted to his own use
2. PROFESSIONAL OR NON TRADING PARTNERSHIP—one c. To pay for the agreed or legal interest, if he fails
formed for the exercise of a profession. to pay his contribution on time or in case he takes any
KINDS OF PARTNERS: amount from the common fund and converts it to his own use
1. CAPITALIST d. To indemnify the partnership for the damages caused to it by
one who contributes money or property to the common fund delay in the contribution or conversion of any sum for his
2. INDUSTRIAL personal benefits (See Art. 1788)
—one who contributes only his industry or personal service 2. FIDUCIARY DUTY
3. GENERAL A partnership is a fiduciary relation—one entered into and to be
—one whose liability to 3rd persons extend to his separate property maintained on the basis of trust and confidence. With that, a
4. LIMITED partner must observe the utmost good faith, fairness, and
—one whose liability to 3rd persons is limited to his capital integrity in his dealings with the others:
contribution a. he cannot directly or indirectly use partnership assets for
5. MANAGING his own benefit;
one who manages the affairs or business of the partnership b. he cannot carry on a business of the partnership for his private
6. LIQUIDATING advantage;
—one who takes charge of the winding up of partnership affairs c. he cannot, in conducting the business of the partnership, take any
upon dissolution profit clandestinely;
7. PARTNERS BY ESTOPPEL d. he cannot obtain for himself that he should have obtained
—one who is not really a partner but is liable as a for the partnership (e.g. business opportunity)
partner for the protection of innocent 3rd persons e. he cannot carry on another business in competition with the
8. CONTINUING PARTNER partnership;
—one who continues the business of a partnership f. he cannot avail himself of knowledge or information which may
after it has been dissolved by reason of the admission of a be properly regarded as the property of the partnership;
new partner, retirement, death or expulsion of one of the PROHIBITION AGAINST ENGAGING IN COMPETITIVE BUSINESS
partners. INDUSTRIAL PARTNER CAPITALIST PARTNER
9. SURVIVING PARTNER --cannot engage in business (w/n same line of business with the
—one who remains after a partnership has been dissolved by death partnership) unless partnership expressly permits him to do so.
of any partner (Art. 1789)
10. SUBPARTNER --cannot engage in business (with same kind of business with
—one who is not a member of the partnership who contracts the partnership) for his own account, unless there is a stipulation to
with a partner with reference to the latter's the contrary. ( Art. 1808)
share in the partnership CONSEQUENCES IF AN INDUSTRIAL PARTNER
11. OSTENSIBLE ENGAGES IN ANY BUSINESS:
—one who takes active part and known to the public as partner in (Art. 1789)
the business. 1. he can be excluded from the partnership; or
12. SECRET 2. the capitalist partners can avail of the benefit he obtained
—one who takes active part in the business but is not known to from the business, or
be a partner by outside parties. 3. the capitalist partners have the right to file an action for
13. SILENT damages against the industrial partner, in either case.
—one who does not take any active part in the business CONSEQUENCES IF THE CAPITALIST PARTNER
although he may be known to be a partner ENGAGES IN A BUSINESS
14. DORMANT (which competes with the business of the partnership):
—one who does not take active part in the business and is not 1. he may be required to bring to the common fund the
known or held out as a partner. profits he derived from the other business; (Art. 1808)
OBLIGATIONS OF THE PARTNERS TO ONE 2. he shall personally bear the losses; (Art. 1808)
ANOTHER 3. he may be ousted form the partnership, especially if
A) OBLIGATIONS OF THE PARTNERS AMONG THEMSELVES there was a warning.
1. PROMISED CONTRIBUTION Obligations with respect to contribution to partnership capital:
Obligations with respect to contribution of a. Partners must contribute equal shares to the capital of
property: the partnership unless there is stipulation to contrary (Art. 1790)
a. to contribute at the beginning of the partnership or at the b. Partners (capitalist) must contribute additional capital In case of
stipulated time the money, property or industry imminent loss to the business of the partnership and there is no
which he may have promised to contribute (Art. 1786)
stipulation otherwise; refusal to do so shall create an obligation on sharing
his part to sell his interest to the other partners (Art. 1790) stipulated -
Requisites: losses shall
a. There is an imminent loss of the business of the partnership be borne
b. The majority of the capitalist partners are of the opinion that an according to
additional contribution to the common fund would save the business capital
c. The capitalist partner refuses deliberately to contribute(not due to contribution
financial inability) 3. Purely
d. There is no agreement to the contrary industrial
Obligation of managing partners who collects debt from partner not
person who also owed the partnership(Art. 1792) liable for
a. Apply sum collected to 2 credits in proportion to their amounts losses
b. If he received it for the account of partnership, the whole Art. 1799.
sum shall be applied to partnership credit A stipulation which excludes one or
Requisites: more partners from any share in the profits
a. There exists at least 2 debts, one where the collecting partner is and losses is void.
creditor and the other, where the partnership is the creditor NOTE:
b. Both debts are demandable Stipulation exempting a partner from losses
c. The partner who collects is authorized to manage and actually should be allowed. If a person can make a gift to
manages the partnership another, there is no sound reason why a person
Obligation of partner who receives share of partnership credit cannot also agree to bear all the losses. Of course,
a. Obliged to bring to the partnership capital what he has as far as THIRD PERSONS are concerned, any such
received even though he may have given receipt for stipulation may be properly declared void.
his share only (Art. 1793) (De Leon, pp. 124-125, citing Espiritu and Sibal)
Requisites: RIGHTS AND OBLIGATIONS WITH RESPECT TO
a. A partner has received in whole or in part, his share of the MANAGEMENT
partnership credit Partner is
b. The other partners have not collected their shares appointed
c. The partnership debtor has become insolvent manager in the
BEARING THE RISK OF LOSS OF THINGS CONTRIBUTED (Art. articles of
1795) partnership
Specific and determinate things which are not fungible where Power of
only the use is contributed. managing
Risk is borne by partner partner is
Specific and determinate things the ownership of which irrevocable
is transferred to the partnership without
Risk is borne by partnership just/lawful
Fungible things (consumable) cause;
Risk is borne by partnership Revocable only
Things contributed to be sold when in bad
Risk is borne by partnership faith
Things brought and appraised in the inventory Vote of
Risk is borne by partnership partners
Specific and determinate things which are not fungible where representing
only the use is contributed controlling
Risk is borne by partner interest
RULES FOR DISTRIBUTION OF PROFITS AND necessary to
LOSSES (See Art. 1797) revoke power
PROFITS LOSSES Partner is
With agreement According to agreement appointed
According to manager after
agreement constitution of
Without Power is
agreement revocable any
1. Share of time for any
capitalist cause
partner is in QuickTime™ and a
proportion to his TIFF (Uncompressed) decompressor
capital are needed to see this picture.
contribution Civil Law Summer Reviewer
2. Share of A
industrial TENEO
partner is not C
fixed - as may ENTRAL
be just and B
equitable under AR
the O
circumstances PERATIONS
1. If sharing of 2007
profits is Page 165 of 297
stipulated - partnership
apply to 2 or more persons
sharing of entrusted with
losses management of
2. If no profit partnership
without affairs (even during existence of partnership):
specification of a. If he is wrongfully excluded from
duties/stipulation partnership business or possession
that each shall not of its property by his copartners
act w/o the other's b. If right exists under the terms of any
consent agreement
Each may c. As provided by art 1807
execute all acts d. Whenever other circumstances
of render it just and reasonable
administration 4. Duty to render on demand true and full
In case of information affecting partnership to any
opposition, partner or legal representative of any
decision of deceased partner or of any partner under
majority shall legal disability
prevail; In 5. Duty to account to the partnership as
case of tie, fiduciary
decision of B) PROPERTY RIGHTS OF A PARTNER
partners 1. His rights in
owning specific partnership property
controlling 2. His
interest shall interest
prevail in the partnership
Stipulated that 3. His right to
none of the participate in the management
managing (
partners shall act Art. 1810
w/o the consent of )
others NATURE OF PARTNER'S RIGHT IN SPECIFIC
Concurrence of PARTNERSHIP PROPERTY
all necessary for —a partner
the validity of has an equal right to possession which is
acts not assignable and such right is limited to
Absence or the share of what remains after partnership
disability of debts have been paid
any one NATURE OF PARTNER'S RIGHT IN THE
cannot be PARTNERSHIP
alleged —a share in the profits and
unless there surplus
is imminent C) OBLIGATION OF PARTNERS WITH REGARD
danger of TO THIRD PERSONS
grave or 1. Every partnership shall operate under a
irreparable firm name. Persons who include their
injury to names in the partnership name even if they
partnership are not members shall be liable as a
Manner of partner
management not 2. All partners shall be liable for contractual
agreed upon obligations of the partnership with their
1. All partners property, after all partnership assets have
are agents been exhausted:
of the a. Pro rata
partnership b. Subsidiary
2. Unanimous 3. Admission or representation made by any
consent partner concerning partnership affairs
required for within scope of his authority is evidence
alteration of against the partnership
immovable 4. Notice to partner of any matter relating to
property partnership affairs ope
If refusal of rates as notice to
partner is partnership, except in case of fraud:
manifestly a. Knowledge, of partner acting in
prejudicial to the particular matter, acquired
interest of while a partner
partnership, b. Knowledge of the partner acting
court's in the particular matter then
intervention present to his mind
may be c. Knowledge of any other partner
sought who reasonably could and
Other rights and obligations of partners: should have communicated it to
1. Right to associate another person with him in the acting partner
his share without cons 5. Partners and the partnership are solidary
ent of other partners liable to 3
(subpartnership) rd
2. Right to inspect and copy partnership books persons for the partner's tort or
at any reasonable hour breach of trust
3. Right to a formal account as to partnership 6. Liability of incoming partner is limited to:
QuickTime restriction on authority
TI Partnership not liable
™ and a to 3
FF (Uncompressed) decompressor rd
is picture. persons having
Civil Law Summer Reviewer actual or presumptive
A knowledge of the
TENEO restrictions
C EFFECTS OF CONVEYANCE OF REAL
ENTRAL PROPERTY BELONGING TO PARTNERSHIP
B Title in partnership name,
AR Conveyance in partnership
O name
PERATIONS Conveyance passes
2007 title but partnership
Page 166 of 297 can recover if:
are needed to see th 1. Conveyance was
a. His share in the partnership not in the usual
property for existing obligations way of business,
b. His separate property for or
subsequent obligations 2. Buyer
7. Creditors of partnership preferred in had
partnership property & may attach partner's knowledge of
share in partnership assets lack of authority
8. Every partner is an agent of the partnership Title in partnership name,
POWER OF PARTNER AS AGENT OF Conveyance in partner's
PARTNERSHIP name
Acts for carrying on in the Conveyance does
usual way the business not pass title but only
of the partnership equitable interest,
Every partner is an unless:
agent and may 1. Conveyance was
execute acts with not in the usual
binding effect even if way of business,
he has no authority or
Except: when 3 2. Buyer had
rd knowledge of lack of
person has knowledge authority
of lack of authority Title in name of 1/ more
1. Act w/c is not partners, Conveyance in
apparently for the name if partner/partners in
carrying of business whose name title stands
in the usual way Conveyance passes
2. Acts of strict title but partnership
dominion or can recover if:
ownership: 1. Conveyance was
3. Assign partnership not in the usual
property in trust for way of business,
creditors or
4. Dispose of good-will 2. Buyer
of business had
5. Do an act w/c would knowledge of
make it impossible lack of authority
to carry on ordinary Title in name of 1/more/all
business of partners or 3
partnership rd
6. Confess person in
a trust for partnership,
judgement Conveyance executed in
7. Enter partnership name if in name
into of partners
compromise Conveyance will only
concerning a pass equitable
partnership claim or interest
liability Title in name of all partners,
8. Submit partnership Conveyance in name of all
claim or liability to partners
arbitration Conveyance will
9. Renounce claim of pass title
partnership PARTNER BY ESTOPPEL—
Does not bind by words or conduct, he
partnership unless does any of the ff.:
authorized by other 1. Directly represents himself to anyone as a
partners partner in an existing partnership or in a non-
Acts in contravention of a existing partnership
2. Indirectly represents himself by consenting to interest from the time the expenses are made
another representing him as a partner in an (loans and advances made by a partner to the
existing partnership or in a non existing partnership aside from capital contribution)
partnership 2. To answer for obligations partner may have
QuickTime™ and a contracted in good faith in the interest of the
TIFF (Uncompressed) decompressor partnership business
Civil Law Summer Reviewer 3. To answer for risks
A in consequence of its
TENEO management
C CHAPTER 3: DISSOLUTION AND WINDING UP
ENTRAL DISSOLUTION
B —change in the relation of the
AR partners caused by any partner ceasing to be
O associated in the carrying on of the business;
PERATIONS partnership is not terminated but continues until
2007 the winding up of partnership affairs is completed
Page 167 of 297 WINDING UP
are needed to see this picture. —process of settling the business or
ELEMENTS TO ESTABLISH LIABILITY AS A partnership affairs after dissolution
PARTNER ON GROUND OF ESTOPPEL: TERMINATION
1. Defendant represented himself as —that point when all partnership
partner/represented by others as such and affairs are completely wound up and finally
not denied/refuted by defendant settled. It signifies the end of the partnership life.
2. Plaintiff relied on such representation CAUSES OF DISSOLUTION:
3. Statement of defendant not refuted 1. Without violation of the agreement between
LIABILITIES IN ESTOPPEL the partners
All partners a. By termination of the definite term/
consented to particular undertaking specified in the
representation agreement
Partnership is liable b. By the express w
No existing ill of any partner, who
partnership & all must act in good faith, when no definite
those represented term or particular undertaking is specified
consented; c. By the express will
Not all partners of of all the partners
existing partnership who have not assigned their interest/
consents to charged them for their separate debts,
representation either before or after the termination of
Person who represented any specified term or particular
himself & all those who undertaking
made representation liable d. By the bona fide expulsion of any partner
pro-rata/jointly from the business in accordance with
No existing power conferred by the agreement
partnership & not all 2. In contravention of the agreement between
represented the partners, where the circumstances do not
consented; permit a dissolution under
None of partners in any other provision
existing partnership of this article, by the express will of any
consented partner at any time
Person who represented 3. By any event which
himself liable & those who makes it unlawful for
made/consented to business to be carried on/for the members to
representation separately carry it on for the partnership
liable 4. Loss of specific thing promised by partner
ASSIGNMENT OF INTEREST IN PARTNERSHIP before its delivery
Assignment is subject to three (3) conditions: 5. Death of any partner
1. made in good faith 6. Insolvency of a partner/partnership
2. for fair consideration 7. Civil interdiction of any partner
3. after a fair and complete disclosure of all 8. Decree of court under art 1831
important information as to its value QuickTime™ and
RIGHTS OF AN ASSIGNEE: a
1. Get whatever assignor-partner would have Civil Law Summer Reviewer
obtained A
2. Avail usual remedies in case of fraud in the TENEO
management C
3. Ask for annulment of ENTRAL
contract of assignment B
if he was induced to join through any of the AR
vices of consent O
4. Demand an accounting (only in case of PERATIONS
dissolution) 2007
D) RESPONSIBILITY OF PARTNERSHIP TO Page 168 of 297
PARTNERS TIFF (Uncompressed) decompressor
1. To refund the amounts disbursed by partner are needed to see this picture.
in behalf of the partnership + corresponding GROUNDS FOR DISSOLUTION BY DECREE OF
COURT knowledge/notice of
(Art. 1831) dissolution/fact of
1. Partner declared insane in any judicial dissolution not advertised in
proceeding or shown to be of unsound mind a newspaper of general
2. Incapacity of partner to perform his part of circulation in the place
the partnership contract where partnership is
3. Partner guilty of conduct prejudicial to regularly carried on
business of partnership b. Partner cannot bind the partnership
4. Willful or persistent breach of partnership anymore after dissolution:
agreement or conduct which makes it (1) Where dissolution is due to
reasonably impracticable to carry on unlawfulness to carry on with
partnership with him business (except: winding up of
5. Business can only be carried on at a loss partnership affairs)
6. Other circumstances which render (2) Where partner has become insolvent
dissolution equitable (3) Where partner unauthorized to wind
Upon application by purchaser of partner's interest: up partnership affairs, except by
• transaction with one who:
After termination of specified term/particular (a) Situation 1 -
undertaking i. Had extended credit to
• partnership prior to dissolution
Anytime if partnershi &
p at will when interest ii. Had no knowledge/notice of
was assigned/charging order issued dissolution, or
EFFECTS OF DISSOLUTION (b) Situation 2 -
A. AUTHORITY OF PARTNER TO BIND i. Did not extend credit to
PARTNERSHIP partnership prior to
GENERAL RULE dissolution
: ii. Had known partnership prior
Authority of partners to bind to dissolution
partnership is terminated iii. Had no knowledge/notice of
Exception: dissolution/fact of dissolution
1. Wind up partnership affairs not advertised in a
2. Complete transactions not finished newspaper of general
QUALIFICATIONS: circulation in the place where
1. With respect to partners— partnership is regularly
a. Authority of partners to bind partnership carried on
by new contract is immediately QuickTime™ and a
terminated when dissolution is not due to TIFF (Uncompressed) decompressor
ACT, DEATH or INSOLVENCY (ADI) of are needed to see this picture.
a partner (art 1833); Civil Law Summer Reviewer
b. If due to ADI, partners are liable as if A
partnership not dissolved, when the ff. TENEO
concur: C
i. If cause is ACT of partner, acting ENTRAL
partner must have knowledge of B
such dissolution AR
ii. If cause is DEATH or INSOLVENCY, O
acting partner must have knowledge/ PERATIONS
notice 2007
2. Page 169 of 297
With respect to persons not partners (Art. B. DISCHARGE OF LIABILITY
1834)— Dissolution does not discharge existing liability of
a. Partner continues to bind partnership partner, except by agreement between:
even after dissolution in ff. cases: •
(1) Transactions in connection to Partner and himself
winding up partnership •
affairs/completing transactions person/partnership c
unfinished ontinuing the business
(2) Transactions which would bind •
partnership if not dissolved, when partnership creditors
the other party/obligee: RIGHTS OF PARTNER WHERE DISSOLUTION
(a) Situation 1 - NOT IN CONTRAVENTION OF AGREEMENT:
i. 1. Apply partnership property to discharge
Had extended credit to liabilities of partnership
partnership prior to 2. Apply surplus, if any to pay in cash the net
dissolution & amount owed to partners
ii. Had no RIGHTS OF PARTNER WHERE DISSOLUTION IN
knowledge/notice of CONTRAVENTION OF AGREEMENT:
dissolution, or 1. Partner who did not cause dissolution
(b) Situation 2 - wrongfully:
i. Did not extend credit to a. Apply partnership property to
partnership discharge liabilities of partnership
ii. Had known partnership b. Apply surplus, if any to pay in cash
prior to dissolution the net amount owed to partners
iii. Had no c. Indemnity for damages caused by
partner guilty of wrongful dissolution 1. Formed by compliance with statutory
d. Continue business in same name requirements
during agreed term 2. One or more general partners control the
e. Posses partnership property if business
business is continued 3. One or more general partners contribute to
2. Partner who wrongly caused dissolution: the capital and share in the profits but do not
a. If business not continued by others - participate in the management of the
apply partnership property to business and are not personally liable for
discharge liabilities of partnership & partnership obligations beyond their capital
receive in cash his share of surplus contributions
less damages caused by his 4. May ask for the return of their capital
wrongful dissolution contributions under conditions prescribed by
b. If business continued by others - law
have the value of his interest at time 5. Partnership debts are paid out of common
of dissolution ascertained and paid in fund and the individual properties of general
cash/secured by bond & be released partners
from all existing/future partnership QuickTime™ and a
liabilities TIFF (Uncompressed) de
RIGHTS OF INJURED PARTNER WHERE are needed to see this
PARTNERSHIP CONTRACT IS RESCINDED ON compressor
GROUND OF FRAUD/MISR picture.
EPRESENTATION BY 1 Civil Law Summer Reviewer
PARTY: A
1. Right to lien on surplus of partnership TENEO
property after satisfying partnership liabilities C
2. Right to subrogation in place of creditors ENTRAL
after payment of partnership liabilities B
3. Right of indemnific AR
ation by guilty partner O
against all partnership debts & liabilities PERATIONS
C. SETTLEMENT OF ACCOUNTS BETWEEN 2007
PARTNERS Page 170 of 297
ASSETS OF THE PARTNERSHIP: DIFFERENCES BETWEEN GENERAL AND
1. Partnership property (including goodwill) LIMITED PARTNER/PARTNERSHIP
2. Contributions of the partners GENERAL
ORDER OF APPLICATION OF ASSETS: LIMITED
1. Personally liable for
Partnership creditors partnership obligations
2. Liability extends only
Partners as creditors to his capital
3. contributions
Partners as investors When manner of mgt. not
—return of capital agreed upon, all gen
contribution partners have an equal
4. right in the mgt. of the
Partners as investors business
—share of profits if No participation in
any management
D. WHEN BUSINESS OF DISSOLVED Contribute cash, property
PARTNERSHIP IS CONTINUED: or industry
1. Creditors of old partne Contribute cash or
rship are also creditors property only, not
of the new partnership which continues the industry
business of the old one w/o liquidation of the Proper party to
partnership affairs proceedings by/against
2. Creditors have an equitable lien on the partnership
consideration paid to the retiring /deceased Not proper party to
partner by the purchaser when proceedings
retiring/deceased partner sold his interest by/against partnership
w/o final settlement with creditors Interest not assignable
3. Rights if retiring/estate of deceased partner: w/o consent of other
a. To have the value of his interest partners
ascertained as of the date of dissolution Interest is freely
b. To receive as ordinary creditor the value assignable
of his share in the dissolved partnership Name may appear in firm
with interest or profits attributable to use name
of his right, at his option Name must appear in
PERSONS AUTHORIZED TO WIND UP firm name
1. Partners designated by the agreement Prohibition against
2. In absence of agreement, all partners who engaging in business
have not wrongfully dissolved the partnership No prohibition against
3. Legal representative of last surviving partner engaging in business
CHAPTER 4: LIMI Retirement, death,
TED PARTNERSHIP insolvency, insanity of
CHARACTERISTICS: gen partner dissolves
partnership of all its liabilities
Does not have same REQUISITES FOR RETURN OF CONTRIBUTION
effect; rights OF LIMITED PARTNER:
transferred to legal 1. All liabilities of partn
representative ership have been paid/if
REQUIREMENTS FOR FORMATION OF LIMITED not yet paid, at least sufficient to cover them
PARTNERSHIP: 2. Consent of all members has been obtained
1. Certificate of articles of the limited 3. Certificate is cancelled/amended as to set
partnership must state the ff. matters: forth withdrawal /reduction of contribution
a. Name of partnership + word "ltd." LIABILITIES OF A LIMITED PARTNER
b. Character of business To the partnership
c. Location of principal place of
business
d. Name/place of residence of
members
e. Term for partnership is to exist
f. Amount of cash/value of property
contributed
g. Additional contributions
h. Time agreed upon to return
contribution of limited partner
i. Sharing of profits/other
compensation
j. Right of limited partner (if given) to
substitute an assignee
k. Right to admit additional partners
l. Right of limited partners (if given) to
priority for contributions
m. Right of remaining gen partners (if
given) or continue business in case
of death, insanity, retirement, civil
interdiction, insolvency
n. Right of limited partner (if given) to
demand/receive property/cash in
return for contribution
2. Certificate must be
filed with the SEC
WHEN GENERAL PARTNER NEEDS
CONSENT/RATIFICATION OF ALL LIMITED
PARTNERS:
1. Do any act in contrav
ention of the certificate
2. Do any act which would make it impossible to
carry on the ordinary business of the
partnership
3. Confess judgment against partnership
4. Possess partnership pr
operty/assign rights in
specific partnership property other than for
partnership purposes
5. Admit person as general partner
6. Admit person as limited partner - unless
authorized in certificate
7. Continue business with partnership property
on death, retirement, civil interdiction,
insanity or insolvency of gen partner unless
authorized in certificate
SPECIFIC RIGHTS OF LIMITED PARTNERS:
1. Right to have partnership books kept at
principal place of business
2. Right to inspect/copy books at reasonable
hour
3. Right to have on demand true and full info of
all things affecting partnership
4. Right to have formal account of partnership
affairs whenever circumstances render it just
and reasonable
5. Right to ask for diss
olution and winding up by
decree of court
6. Right to receive sh
are of profits/other
compensation by way of income
7. Right to receive return of contributions
provided the partnership assets are in excess