Can an industrial partner be a limited partner? No.

Because a limited partner may only contribute MONEY AND PROPERTY How many general partner should there be in a limited partnership? At least one How many limited partners? At least one How do we distinguish a general partner from a limited partner? DE LEON page 279 General Partner Personally liable for partnership obligation When the manner of management has not been agreed upon, all of the general partners have an equal right in the management of the business, whether or not the general partner has made any capital contribution Limited Partner Liability extends only to his capital contribution A limited partner has no share in the management of a limited partnership, his rights being limited to those enumerated in Article 1851, such that he renders himself liable to creditors as a general partner if he takes part in the control of the business Must contribute cash or property to the partnership but not services A limited partner is not a proper party to proceedings by or against a partnership unless he is a general party or where the object of the proceeding is to enforce a limited partners right against or liability to the partnership Limited partners interest is freely assignable, with the assignee acquiring all the rights of the limited partner subject to certain qualification

May contribute money, property or industry to the partnership Is a proper party to proceedings by or against a partnership

May not be assigned as to make the assignee a new partner without the consent of the other partners although he may associate a third person with him in his share Name of a general partner may appear in the firm name CAPITALIST PARTNER- Is prohibited from engaging in a business which is of the kind of business in which the partnership is engaged INDUSTRIAL PARTNER- in any business for himself Retirement, death, insanity, or insovelcy of a GP dissolves the partnership

As a general rule Limited partner must not There is no such prohibition in the case of the LP who is considered as a mere contributor to the partnership

Does not have the same effect- for his executor or administrator shall have the rights of a limited partner for the purpose of selling his estate Is created by the members after compliance with the requirements set forth by law Must have limited in his name

May be constituted in any form by contract or conduct of the parties

Is limited partnership consensual? No, there are requisites as provided by law: o The certificate or articles of the limited partnership which states the matters enumerated in the article, must be signed and sworn to; and o Such certificate must be filed for the record in the Office of the Securities and Exchange Commission This is more of a formal contract, which can be entered into formally if the partners have already satisfied the requisites provided by law

Under what instances may a limited partner be liable as a general partner? Manages the partnership business If his surname appears in the partnership name Contributes not just property and money

SO that if you are a limited partner, and you are also an expert in the field of psychology. You were tasked to interview an applicant. Are you already managing the partnership? No, because he does not have the power to hire. He merely recommends thus indirectly he may prevent a person from being hired. This is merely an incidental and thus this does not mean that he was given the power to fire and hire.

Managerial EEs vs. Non Managerial EEs Managerial EEs- Power to fire, hire, discipline; you have authority and discretion and these discretion may involve major decisions Non Managerial EEs- are those who do not have any discretion about he affairs of the partnership and his duties are merely ministerial or technical

Supervisory EEs? Not managers; can form a union unlike managers Are considered as first line managers; they do performance appraisal and discipline of their subordinates Decisions are merely recommendatory to the managers; with regards to policy-making Decides on assignments, schedule, bonuses, overtime time hours these are considered as decision and they can be decided by the Supervisor Ground for termination: loss of trust and confidence BUT in a way, just like managers; they have discretion on matters which involve major decisions in the partnership o Considered part of the managerial team/ management team o Be held liable too as a general partner (if he is a limited partner in the first place)

Admission of new partners after the formation of the partnership: Admission results to dissolution in general partnership In limited partnership, a ltd may assign his interests do not dissolve the partnership o Assignee merely receives the share of profit or compensation due to the limited partner UNLESS he is made a substituted limited partner REQUISITES: o Members must consent to the assignee becoming a substituted partner or the ltd partner is given the power to give his rights to the assignee under the certificate o Certificate must be amended in accordance with 1865 o Certificate as amended should be submitted and registered to SEC Acquiring all rights of the assignor

Limited and General Partner at the same time - When a partner is such as stated in the certificate - His rights are the same with general partners - EFFECT: As a GP to 3rd persons extending liability to his personal property but among the partners, he is a LTD with limited liability (up to his contribution only) so therefore he can still ask for reimbursement from the other GP - WHY? (Rationale) It will benefit the partner and the partnership o Partnership added contribution and shared liability or responsibility; LTD as an investor or contributor; GP may no longer want to assume more responsibility o So here comes a GP and the partnership needs more capital he can say that since the partnership needs more capital, I can give you more capital but i want to limit my liabilities to the extent of my contribution o Partner increase in the share of profits (since there is an increase in contribution) but liability is limited with regards to the contribution made