partnership notes chapter4 - jbt

8/18/2019 Partnership Notes Chapter4 - JBT

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LAW ON PARTNERSHIPCivil Code of the Philippines

Arts. 17671!67"#pd$ted notes%

Note& This '$teri$l( )hi*h is $ *o'pil$tion of v$rio#s notes $nd le*t#res( is intendedfor the st#dents of SL+SA,- )ho $re enrolled in L$) A or L$) C to $id the' in their$ppre*i$tion $nd /etter #nderst$ndin0 of the s#/e*t.

CHAPTER 2 LI-ITE3 PARTNERSHIP

- 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. !ormed by compliance with statutory re"uirements#$. One or more general partners control the business#

3. One or more limited partners contribute to the capital and share in the pro%ts but do not

participate in the management of the business and are not personally liable for partnership

obligations beyond their capital contributions#

4. &ay as' for the return of their capital contributions under conditions prescribed by law#

. )artnership debts are paid out of common fund and the individual properties of general

partners

3I44ERENCES ,ETWEEN 5ENERAL AN3 LI-ITE3 PARTNERPARTNERSHIP

5ENERAL LI-ITE3

)ersonally liable for partnership obligations *iability e+tends only to capital contribution

when manner of mgt. not agreed upon, all gen

partners have an e"ual right in the mgt. of the

business

o participation in management

ontribute cash, property or industry ontribute cash or property but not industry

)roper party to proceedings by/against

partnership

ot proper party

0nterest not assignable without consent of other

partners

0nterest is highly assignable

ame may appear in %rm name ame must not appear in %rm name (w/

e+ceptions

)rohibition against engaging in business o prohibition

etirement, death, insolvency, insanity of gen

partner dissolves partnership

2oes not have same eects# rights transferred

to legal representative

*aw3A otes on )artnerships Atty. 5onathan 6. 7ambol


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eneral )artner vs. *imited )artner9

7he $ may be distinguished from each other in the following ways9

1. A general partner can be held personally liable for partnership obligations after all of

the assets of the partnership have been e+hausted, whereas a limited partner cannot

be held liable as such.

$. A general partner may participate in the management of the partnership, whereas a

limited partner does not.

3. A general partner may contribute money, property or industry to the common fund,whereas a limited partner, as such, can contribute money or other property only, not

services.

4. 7he name of a general partner may appear in the %rm name, whereas that of a limited

partner does not.

. 7here is a limitation on the right of a general partner to engage in another business or

in the same 'ind of business as that in which the partnership is engaged, whereas there

is no such limitation in the case of a limited partner.

RE+IRE-ENTS 4OR 4OR-ATION O4 LI-ITE3 PARTNERSHIP "Art. 1!22%

1. erti%cate of articles of the limited partnership must state the . matters9

a. ame of partnership : word ;ltd.;b. haracter of business

c. *ocation of principal place of business

d. ame/place of residence of members

e. 7erm for partnership is to e+ist

f. Amount of cash/value of property contributed

g. Additional contributions

h.7ime agreed upon to return contribution of limited partner

i.


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. ontinue business with partnership property on death, retirement, civil interdiction,

insanity or insolvency of general partner unless authori@ed in certi%cate

SPECI4IC RI5HTS O4 LI-ITE3 PARTNERS "Art. 1!81%&

1. ight to have partnership boo's 'ept at principal place of business

$. ight to inspect/copy boo's at reasonable hour3. ight to have on demand true and full info of all things aecting partnership

4. ight to have formal account of partnership aairs whenever circumstances render it =ust and

reasonable

. ight to as' for dissolution and winding up by decree of court

?. ight to receive share of pro%ts/other compensation by way of income

. ight to receive return of contributions provided the partnership assets are in e+cess of all its

liabilities

LOAN AN3 OTHER ,+SINESS TRANSACTIONS WITH LI-ITE3 PARTNERSHIP "Art. 1!82%

1. Allowed9

a. ranting loans to partnership#

b. 7ransacting business with partnership#

c. eceiving pro rata share of partnership assets with general creditors if he is not also a

general partner

$. )rohibited9

a. eceiving/holding partnership property as collateral security#

b. eceiving any payment, conveyance, release from liability if it will pre=udice right of

third persons

RE+ISITES 4OR RET+RN O4 CONTRI,+TION O4 LI-ITE3 PARTNER "Art. 1!87%&

1. All liabilities of partnership have been paid/if not yet paid, at least suBcient to cover them#

$. onsent of all members has been obtained#

3. erti%cate is cancelled or amended as to set forth the withdrawal or reduction of

contribution

LIA,ILIT: O4 LI-ITE3 PARTNER "Art. 1!8!%

As Creditor As Tr#stee

1. 2e%ciency in

contribution


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1.7hose due to creditors, including limited partners

$.7hose due to limited partners in respect of their share in pro%ts/compensation

3.7hose due to limited partners of return of capital contributed

4.7hose due to general partner other than capital D pro%ts

.7hose due to general partner in respect to pro%ts

?.7hose due to general partner for return of capital contributed

A-EN3-ENTCANCELLATION O4 CERTI4ICATE

C$n*elled&

1. )artnership is dissolved other than by reason of e+piry of term

$. All limited partners cease to be such

A'ended&

1. hange in name of partnership, amount/character of contribution of ltd. )artner

$.

partnership notes chapter4 - jbt

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