Civil Code of the Philippines

Topics: Partnership, Types of business entity, Corporation Pages: 5 (3237 words) Published: September 29, 2014
Republic Act No. 386
June 18, 1949

The Civil Code of the Philippines
AN ACT TO ORDAIN AND INSTITUTE THE CIVIL CODE OF THE PHILIPPINES Title IX. - PARTNERSHIP

CHAPTER 4
LIMITED PARTNERSHIP (n)

Art. 1843. A limited partnership is one formed by two or more persons under the provisions of the following article, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. Art. 1844. Two or more persons desiring to form a limited partnership shall: (1) Sign and swear to a certificate, which shall state -

(a) The name of the partnership, adding thereto the word "Limited"; (b) The character of the business;
(c) The location of the principal place of business;
(d) The name and place of residence of each member, general and limited partners being respectively designated; (e) The term for which the partnership is to exist;
(f) The amount of cash and a description of and the agreed value of the other property contributed by each limited partner; (g) The additional contributions, 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; (h) The time, if agreed upon, when the contribution of each limited partner is to be returned; (i) The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution; (j) The right, if given, of a limited partner to substitute an assignee as contributor in his place, and the terms and conditions of the substitution; (k) The right, if given, of the partners to admit additional limited partners; (l) The 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; (m) The 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 (n) The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution. (2) File for record the certificate in the Office of the Securities and Exchange Commission. A limited partnership is formed if there has been substantial compliance in good faith with the foregoing requirements. Art. 1845. The contributions of a limited partner may be cash or property, but not services. Art. 1846. The surname of a limited partner shall not appear in the partnership name unless: (1) It is also the surname of a general partner, or

(2) Prior to the time when the limited partner became such, the business has been carried on under a name in which his surname appeared. A limited partner whose surname appears in a partnership name contrary to the provisions of the first paragraph is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner. Art. 1847. If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false: (1) At the time he signed the certificate, or

(2) Subsequently, but within a sufficient time before the statement was relied upon to enable him to cancel or amend the certificate, or to file a petition for its cancellation or amendment as provided in Article 1865. Art. 1848. A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. Art. 1849. After the formation of a lifted partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of Article 1865.

Art. 1850. A general partner shall have all the rights and...
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