C I V I L L A W R E V I E W E R -

P A R T N E R S H I P M E M O R Y A I D
2.Contributions of the partners
Order of Application of Assets:
1.Partnership creditors
2.Partners as creditors
3.Partners as investors - return of capital contribution
4.Partners as investors - share of profits if any
D. WHEN BUSINESS OF DISSOLVED PARTNERSHIP IS CONTINUED:
1.Creditors of old partnership are also creditors of thenew partnership
w h i c h continues the business of the old one w/o liquidation of the partnership affairs
2.Creditors have an equitable lien on the consideration paid to
t h e r e t i r i n g /deceased partner by the purchaser when retiring/deceased partner
sold his interestw/o final settlement with creditors
3.Rights if retiring/estate of deceased partner:
a.To have the value of his interest ascertained as of the date of dissolutionb . T o
receive as ordinary creditor the value of his share in
t h e d i s s o l v e d partnership with interest or profits attributable to use of his right, at his option

Right to Account

may be exercised by:

1.Winding u p p a r t n e r 2 . S u r v i v i n g p a r t n e r 3.Person/partnership
continuing the business
Manner of Winding Up
1.Judicial ly 2.Extrajudicially
Persons Authorized to Wind Up
1.Partners designated by
the agreement2 . I n a b s e n c e o f a g r e e m e n t , a l l p a r t n e r s w h o h a v e n o
t w r o n g f u l l y d i s s o l v e d t h e partnership3.Legal representative of last
surviving partner
LIMITED PARTNERSHIPCHARACTERISTICS
1.Formed by compliance with statutory requirements2.One or more general
partners control the business3.One or more general partners contribute to the
capital and share in the profits but donot participate in the management of the business
and are not personally liable for partnership obligations beyond their capital contributions4.May
ask for the return of their capital contributions under conditions prescribed
bylaw5 . P a r t n e r s h i p d e b t s are paid out of common fund and
t h e i n d i v i d u a l p r o p e r t i e s o f general partners
DIFFERENCES BETWEEN GENERAL AND LIMiTED PARTNER/PARTNERSHIPGENERAL LIMITED
Personally liable for partnershipobligationsLiability extends only to his capitalcontributionsWhen manner
of mgt. not agreed upon,all gen partners have an equal right in themgt. of the businessNo participation in
managementC o n t r i b u t e c a s h , property or
i n d u s t r y C o n t r i b u t e c a s h o r p r o p e r t y o n l y , n o t industryProper party
to proceedings by/againstpartnershipNot proper party to proceedingsby/against partnershipInterest
not assignable w/o consent of other partnersInterest is
freely assignableN a m e m a y a p p e a r i n f i r m n a m e N a
m e m u s t a p p e a r i n f i r m n a m e 11

C I V I L L A W R E V I E W E R -
P A R T N E R S H I P M E M O R Y A I D
Prohibition against engaging in businessNo prohibition against
e n g a g i n g i n businessRetirement, death, insolvency, insanity of gen partner dissolves partnershipDoes
not have same effect; rightstransferred to legal representative
REQUIREMENTS FOR FORMATION OF LIMITED PARTNERSHIP
1.Certificate of articles of the limited partnership must state the ff. matters:
a.Name of partnership + word "ltd."b . C h a r a c t e r of
b u s i n e s s c.Location of principal place of businessd.Name/place of residence of
memberse . T e r m f o r p a r t n e r s h i p i s t o e x i s t f . A m o u n t o f c a s h / v a l u e o f
p r o p e r t y c o n t r i b u t e d g . A d d i t i o n a l c o n t r i b u t i o n s h.Time agreed upon to
return contribution of limited partner i . S h a r i n g of profits/other
c o m p e n s a t i o n j.Right of limited partner (if given) to substitute an
assigneek . R i g h t t o a d m i t a d d i t i o n a l p a r t n e r s l.Right of limited partners (if
given) to priority for contributionsm.Right of remaining gen partners (if given)
or continue business in case of death, insanity, retirement, civil interdiction, insolvencyn.Right
of limited partner (if given) to demand/receive property/cash in returnfor
contribution2.Certificate must be filed with the SEC
WHEN GENERAL PARTNER NEEDS CONSENT/RATIFICATION OF ALL L
T D PARTNERS:
1.Do any act in contravention of the certificate2.Do any act which would make it
impossible to carry on the ordinary business of
thepartnership3.Confess judgement against partnership4.Possess partnership
property/assign rights in specific partnership property other thanfor partnership
purposes5 . A d m i t p e r s o n a s g e n e r a l p a r t n e r 6.Admit person as limited
partner - unless authorized in certificate7.Continue business with partnership
property on death, retirement, civil interdiction,insanity or insolvency of gen partner
unless authorized in certificate
SPECIFIC RIGHTS OF LIMITED PARTNERS:
1.Right to have partnership books kept at principal place of business2.Right to
inspect/copy books at reasonable hour 3.Right to have on demand true and full info
of all things affecting partnership4.Right to have formal account of partnership affairs
whenever circumstances render it just and reasonable5.Right to ask for dissolution and
winding up by decree of court6.Right to receive share of profits/other
compensation by way of income7.Right to receive return of contributions provided the
partnership assets are in excessof all its liabilities
LOAN AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNERSHIP
1 . A l l o w e d
a.Granting loans to
p a r t n e r s h i p b.Transacting business with partnershipc.Receiving pro rata share
of partnership assets with general creditors if he isnot also a general
partner 2 . P r o h i b i t e d a.Receiving/holding partnership property as collateral
security
b.
Receiving any payment, conveyance, release from liability if it will prejudiceright of 3
rd
persons
REQUITES FOR RETURN OF CONTRIBUTION OF LIMITED PARTNER:
12

C I V I L L A W R E V I E W E R -
P A R T N E R S H I P M E M O R Y A I D
1.All liabilities of partnership have been paid/if not yet paid, at least sufficient
to cover them2.Consent of all members has been obtained3.Certificate is
cancelled/amended as to set forth withdrawal /reduction of contribution
LIABILITY OF LIMITED
PARTNERA S C R E D I
T O R A S T R
U S T E E
1 . D e f i c i e n c y i n c o n t r i b u t i o n S p e c i f i c
p r o p e r t y s t a t e d a s c o n t r i b u t e d b u t not yet
contributed/wrongfully
returned2. Unpaid contribution Money/other property wrongfully paid/c o n v e
y e d t o h i m o n a c c o u n t o f h i s contribution
DISSOLUTION OF LIMITED PARTNERSHIPPriority in Distribution of Assets:
1.Those due to creditors, including limited partners2.Those due to limited partners
in respect of their share in profits/compensation3.Those due to limited partners of
return of capital contributed4.Those due to general partner other than capital
& profits5.Those due to general partner in respect to profits6.Those due to
general partner for return of capital contributed
AMENDMENT/CANCELLATION OF CERTIFICATECancelled:
1.Partnership is dissolved other than by reason of expiry of term2.All limited
partners cease to be such
Amended:
1.Change in name of partnership, amount/character of contribution of
ltd. partner 2 . S u b s t i t u t i o n o f l t d . p a r t n e r 3.Admission of additional ltd.
partner 4 . A d m i s s i o n o f gen.
partner 5 . D e a t h , i n s o l v e n c y , i n s a n i t y , c i v i l i n t e r d i c t i o n o f g e n . p
a r t n e r & b u s i n e s s i s continued6 . C h a n g e in character of
b u s i n e s s 7.False/erroneous statement in certificate8.Change in time as stated
in the certificate for dissolution of partnership/return of contribution9.Time is
fixed for dissolution of partnership. Return of contribution if no orig.
timespecified10.Change in other statement in certificate