Partnership, Agency and Trusts

Homework

Comparison Tables (General vis-a-vis Limited Partnerships, and Rights of a

Partner and Assignee)

Team Members:
William Terencio
Dann Dalino
Nathaniel Tamayo
Ralph Deiparine

PAT 2S
 General Partner Limited Partner
1. A general partner is personally liable for partnership 1. A limited partner’s liability extends only to his capital
obligations (Art.1816). contribution.

2. When management is not agreed upon, all general partners 2. Limited partner has no share in the management of a
have equal right in the management of the business. limited partnership.

3. A general partner may contribute money, property or 3. A limited partner must contribute cash or property to the
industry to the partnership (Art 1767). partnership but not services.

4. A general partner is a proper party to proceedings by or 4. A limited partner is not a proper party to proceedings by or
against the partnership. against a partnership.

5. A general partner’s interest in the partnership may not be 5. A limited partner’s interest is freely assignable; with the
assigned as to make the assignee a new partner without assignee acquiring all the rights of the limited partner
the consent of the other partners (Art 1813). subject to certain qualifications (Art 1859).

6. The name of the general partner may appear in the firm 6. As a general rule, that of a limited partner must not show
name (Art.1815). (Art 1846).

7. A general partner is prohibited from engaging in a business 7. There is no such prohibition in the case of a limited partner
which is of the kind of the business in which the partnership who is considered a mere contributor to the partnership (Art
is engage, if he is a capitalist partner (Art. 1808), or in any 1866).
business for himself if he is an industrial partner (Art 1789).

8. The retirement, death, insolvency, insanity or insolvency of 8. The retirement, etc. of a limited partner does not have the
a general partner dissolves the partnership (Arts. 1860, same effect, for his executor or administrator shall have the
1830, 1831). rights of a limited partner for the purpose of dealing with his
estate.
 General Partnership
1. A general partnership can generally be constituted in any
form by contract or conduct of the partnership unless
immovable property is contributed.
2. The members of the partnership are composed only of
general partners.
3. Retirement, death, insanity or insolvency of a general
partner dissolves the partnership.
4. General partners have an equal right in the management of
the business.
5. Governed by Article 1839 of the Civil Code with regard to
dissolution and winding up.
6. General partners are personally liable for the partnership
obligation.
7. The general partner is the proper party to the proceedings
against the partnership.
Limited Partnership
1. A limited partnership must be executed in a certificate of
limited partnership that is duly signed and sworn to by all
the partners. Also, it is to be recorded in the SEC.
2. The members of the partnership are composed of one or
more general partners and one or more limited partners.
3. Retirement, death, insanity or insolvency of a limited
partner does not dissolve the partnership for his executor or
administrator shall have the rights of a limited partner for
selling his estate.
4. Limited partner has no share in the management of a
limited partnership and holds himself liable to the
partnership creditors as a general partner if he takes part in
the control of the business.
5. Governed by Article 1863 of the Civil Code with regard to
dissolution and winding up.
6. Limited’s partners liability extend only to his capital
contributions.
7. The limited partner is not the proper party to the
proceedings against the partnership except if he is also a
general partner and where the object of the proceeding is to
enforce a limited partner’s right against or liability to the
partnership.
Rights of a (General) Partner
1. Property rights of a Partner:
a.) Specific Partnership Property
b.) Interest in the Partnership
c.) Management Participation
2. Right to Reimbursement for amounts
advanced to the partnership and to
indemnification for risks in
consequence of management (Civil
Code 1796)
3. Right to Associate with another
person in his share
4. Right of Access and inspection of
partnership books;
5. Right to a formal Account of
partnership affairs under certain
circumstances: (Civil Code 1890):
a.) If he is wrongfully excluded from
Rights of a Limited Partner
1. To have the partnership Books kept at
the principal place of business of the
partnership;
2. To Inspect, at a reasonable hour,
partnership books and copy any of
them;
3. To demand true and Full information
of the things affecting the partnership
4. To demand a Formal account of the
partnership affairs whenever
circumstances render it just and
reasonable;
5. To ask for dissolution and winding up
by decree of court
Rights of an Assignee
1. To receive in accordance with his
contract the profits accruing to the
assigning partner
2. To avail himself of the usual
remedies provided by law in the
event of fraud in the management
3. To receive the assignor’s interest in
case of dissolution;
4. To require an account of partnership
affairs, but only in case the
partnership is dissolved, and such
account shall cover the period from
the date only of the last account
agreed to by all the partners.
The mere act of assignment with
nothing more, does not bring about
the dissolution of the partnership.
The purchaser of a partner’s interest
under Articles 1813 or 1814 may,
however, apply to the court for the
dissolution of the partnership, after
the termination of the specified term
or undertaking or at any time if the
partnership is one at will.
 the partnership
b.) If the right exists under the
terms of any agreement
c.) If a partner has derived profits
from any transaction connected
with the formation, conduct or
liquidation of the partnership or
from any use by him of its
property as provided by Art.
1807; or
d.) Whenever other circumstances
render it just and reasonable.
6. Right to demand true and full 6. To receive a share in the profits or
information of all things affecting the other compensation by way of income
partnership provided that the partnership assets
are in excess of partnership liabilities
after such payment

7. Right to have partnership Dissolved 7. To receive the return of his

under certain conditions contribution provided that:

a.) All the liabilities of the

partnership; except liabilities to
general partners and to limited
partners on account of their
contribution, have been paid or
the partnership assets are
sufficient to pay partnership
liabilities;
b.) The consent of the all the
members (general and limited
partners) has been obtained;
The certificate is cancelled or so
amended as to set forth the
withdrawal or reduction