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April 25, 2017

The following are the salient features of a limited partnership:
1. It is formed by substantially complying in good faith with the statutory requirements;
2. It is composed of one or more general partners who control the business and are
personally liable to creditors;
3. And also composed of one or more limited partners who contribute to the capital and
share in the profits but do not participate in the management of the business;
4. The limited partners may ask for the return of their capital contributions under the
conditions prescribed by law;
5. The partnership debts are paid out of the common fund and the individual properties
of the general partners;
6. Limited partners are not personally liable for partnership obligations beyond the
amount of their capital contributions;
7. A certificate or articles of limited partnership which states the matters enumerated in
Article 1844, which must be signed and sworn, is essential;
8. And such certificate must be filed for record in the Office of the Security and
Exchange Commission.

The following are the distinctions between Limited Partnership and General Partnership:

RULES GOVERNING Article 1863 Article 1839
RIGHT TO PARTICIPATE Limited partner has no General partners have an
IN THE MANAGEMENT share in the management equal right in the
OF PARTNERSHIP and renders himself liable management of the
to partnership creditors as a business.

” PROPER PARTY TO Limited partner is not a General partner is the PROCEEDINGS BY OR proper party. 2. AGAINST THE 1. 2. name. Where the object of the proceedings is to enforce a limited partner’s right against or liability to the partnership. contribute money. property or industry. FIRM NAME Generally. Firm name must be No such requirement. PROHIBITION TO No such prohibition. followed by the word “limited. . Industrial partner. Capitalist partner- ENGAGE IN OTHER prohibited from engaging BUSINESS which of the same kind of business in which the partnership is engaged. EXTENT OF LIABILITY Extends only to his capital Personally liable for contributions. CONTRIBUTION Limited partner must General partner may contribute cash or property. He is also a general PARTNERSHIP partner. partnership any kind of business. the name of a Name of general partner limited partner must not may appear in the firm appear in the firm name. general partner if he takes part in the control of the business. 1. unless: proper party.

partnership. EFFECT OF Does not dissolve the Dissolves the partnership. contributed. certificate of limited constituted in any form by partnership.CREATION Must be executed in a As a general rule. unless and sworn to by all partners immovable property is and recorded in the SEC. RETIREMENT. duly signed contract or conduct. Not assignable without the INTEREST consent of the other partners. more limited partners. DEATH. INSANITY OR INSOLVENCY . ASSIGNABILITY OF Freely assignable. MEMBERS OF THE Composed of one or more Composed only of general PARTNERSHIP general partners and one or partners.