I.

DEFINE
1. Dissolution
● The change in the relation of the partners caused by any partner
ceasing to be associated in the carrying on as distinguished from
the winding up of the business.
● The point in time when the partners cease to carry on the
business together.
● The demise of a partnership.
2. Termination
● The point in time when all partnership affairs are completely
wound up and finally settled.
● Signifies the end of the partnership life.
3. Knowledge of a Fact
● When a person has actual knowledge thereof, and has
knowledge of such other facts as in the circumstances show bad
faith.
4. Notice of a Fact
● When a person who claims the benefit of the notice states the
fact to such person, or delivers through the mail or by other,
means of communication, a written statement of the fact to such
person or to a proper person at his place of business or
residence.
5. Asset of Partnership
● Consist of partnership property (including goodwill), and
contributions of the partners necessary for the payment of all
liabilities of the partnership in accordance with Article 1797
(rules for distribution of profits and losses).
6. Limited Partnership
● A partnership formed by one or more general partners and one
or more limited partners (partners that are not bound by the
obligation of the partnership).
7. Substituted Limited Partner
● A person admitted to all the rights of a limited partner who has
died or has assigned his interest in a partnership.
8. Presumption of General Partnership
● Prima facie: a partnership transacting business is a general
partnership.
● Exemption: if it conform to the requirements of Article 1844
regulating the formation of limited partnership, then it obtained
the privilege of a limited partnership liability.
 ⮚ The failure of a limited partnership to extend its term
when it expired, and to register it anew with the
Securities and Exchange Commission (SEC), has the
effect of divesting the limited partners of the privilege of
limited liability.
9. Contributor
● A limited partner, practically a stranger, in the limited
partnership whose liability is limited to his interest in the firm
without any right and power to participate in the management
and control of the business.
10. Preferred Limited Partner
● The partner that have a priority over other limited partners as to
return of their contributions, their compensation by way of
income, or any other matter.
● It shall be stated in the certificate if such agreement is made.
● In the absence of such statement in the certificate, all limited
partners shall stand on equal footing in respect of these matters
even if there is an agreement.

II. ENUMERATION
A. Contents of the certificate or articles of the limited partnership that
must be signed and sworn to and filed for record in the Office of the
Securities and Exchange Commission (Article 1844):
1) Name of the partnership, adding there to the word “Limited”;
2) Character of the business;
3) Location of the principal place of business;
4) Name and place of residence of each member, general and
limited partners being respectively designated;
5) Term for which the partnership is to exist;
6) Amount of cash and a description of and the agreed value of the
other property contributed by each limited partner;
7) Additional contribution, if any, to be made by each limited
partner and the times at which or events on the happening of
which they shall be made;
8) Time, if agreed upon, when the contribution of each limited
partner is to be returned;
9) Share of the profits or the other compensation by way of income
which each limited partner shall receive by reason of his
contribution;
10) Right, if given, of a limited partner to substitute an
assignee as contributor in his place, and the terms and
conditions of the substitution;
 11) Right, if given, of the partners to admit additional limited
partners;
12) Right, if given, of one or more of the limited partners to
priority over other limited partners, as to contributions or as to
compensation by way of income, and the nature of such priority;
13) Right, if given, of the remaining general partner or
partners to continue the business on the death, retirement, civil
interdiction, insanity or insolvency of a general partner; and
14) Right, if given, of a limited partner to demand and receive
property other than cash in return for his contribution.

B. Acts of general partners have no authority to do without the written

consent of all the limited partners (Article 1850):
1) Do any act in contravention of the certificate;
2) Do any act which would make it impossible to carry on the
ordinary business of the partnership;
3) Confess a judgement against the partnership;
4) Possess partnership property, or assign their rights in specific
partnership property, for other than a partnership purpose;
5) Admit a person as a general partner;
6) Admit a person as a limited partner, unless the right to do so is
given in the certificate;
7) Continue with the business with partnership property on death,
retirement, insanity, civil interdiction or insolvency of a general
partner, unless the right to do so is given in the certificate.