Civil Codes of the Philippines (1767-1867)
Agreement of limited partner should be
I. FORMATION
1. Definition of Partnership (1767)
2. Characteristic of Partnership
a. Juridical Personality (1768)
 No juridical personality if shall be
governed if articles are kept secrets
among themselves (1775)
b. Must have a lawful object or purpose
(1770)
c. Consensual (1804)
d. Unlimited Liability (1816)
 Any stipulation against the liability laid
down in the preceding articles shall be
void (1817)
 Limited partner shall not become liable
as general partner (1848)
e. Mutual Agent (1818)
f. Mutual Contribution (1767)
 A limited partner may contribute
money or property but not services
(1845)
 Return of contribution of limited
partner (1857)
3. Existence of Partnership
a. Rules apply whether partnership exist
(1769)
b. Begins from the execution of contract
(1784)
c. Shall operate under a firm name (1815)
 Surname of a limited partner shall not
appear in the partnership name unless
(1846)
d. Requirements for formation of Limited
Partnership (1844)
4. Form of Partnership Contract
a. Immovable property or real rights (1771)
 VOID if the said property is not signed
by the parties (1773)
 Can be conveyed only in partnership
name (1774)
b. Registration to SEC (1772)
c. Capital contribution (1787)
 Shall contribute equal shares to the
capital of partnership (1790)
 If no agreement and incase of loss,
partners of refuses to contribute
additional share, except industrial
partner shall be obliged to sell his
interest to other partners (1791)
 If the things contributed are fungible
the risk shall be borne by the
partnership. (1795)
d. Rules of management (1800, 1801,1802,
1803)
e.
stated in a certificate (1855)
5. Kinds of Partnership
a. As to object (1776)
 Universal Partnership (1777)
 Person who are prohibited from
giving each other any donation or
advantage cannot enter into a
universal partnership (1782)
 Partnership of all present property
(1778)
 Partnership of all profits (1779,
1780, 1781)
 Particular Partnership (1783)
b. As to liability (1776)
 General
 Limited (1843,1867)
 Not take part in the control of the
business (1852)
 General-Limited Partner (1853)
6. Obligations
a. Every partner is a debtor (1786)
 If fails to do so (1788)
b. Partnership shall be responsible to every
partner for the amounts he may have
disbursed on behalf of the partnership.
(1796)
c. Shall render on demand true and fully
information of all things affecting the
partnership (1806)
d. Partner must account to the partnership
for any benefit (1807)
 Capital partner cannot engage for their
own account in any operation (1808)
e. Anything a partner says will be use against
the partnership (1820)
f. Notice to any of the partners is notice o the
partnership (1821)
g. Obligation of Limited partners (1858,1863)
7. Rights of Partners
a. Industrial partner cannot engage in
business for himself, unless the
partnership expressly permit him to do so.
(1789)
b. If partner are authorized to manage
collects a demandable sum (1792)
c. All have access to ALL partnership books
(1805)
d. Any partner shall have the right for formal
account(1810)
e. A partner is co-owner with his partners of
specific partnership property(1811)
f. Entering of assignee (1813)
g. Nothing in this title shall held to deprive a
partner of his right, if any, under the
 exemption laws, as regards his interest in
the partnership (1814)
h. If the title of real property is in the names
of all partners a conveyance executed by
all the partners passes all the rights in
such property (1819)
i. All partners are liable solidarity with the
partnership for everything chargeable to
the partnership under articles 1822 and
1823 (1824)
j. (1825)
k. Right to accounting (1842)
l. General partner shall have all the rights
and powers (1850)
m. A limited partner shall have the same
rights as a general partner (1851)
n. Limited partner may loan money (1854)
o. Limited partner shall not receive from a
general partner or out of partnership
property any part of his contribution
(1857)
p. Assignment of limited partner’s interest
(1859)
q. Creditors rights to charge limited partners
(1862)
II. OPERATION
1. Profit and loss distribution
a. Shall be distributed in conformity with the
agreement. (1797)
b. Designation of profit and losses entrusted to
a third person (1798)
c. A stipulation which excludes one or more
partners from any share in the profit and
losses is void (1799)
d. Partner’s interest is his share of the profits
and surplus (1812)
e. Limited partner may receive from the
partnership share of the profits (1856)
2. Rules on Sharing of a Partnership Liabilities
(1793,1794)
 Retirement (1860)
 Death (1830 paragraph 5, 1860,1861)
 Incapacity (1831 paragraph 1,2, 1833,1860)
 Bankruptcy of a partner (1833)
c. Termination upon mutual consent of all the
partners(1832 paragraph 1)
d. Termination of the business upon
completion of partnership purpose/
objective (1785)
e. Incorporation of partnership
3. After the dissolution, a partner can bind the
partnership (1834)
4. Liability after dissolution (1835)
5. Who may wind up partnership affairs (1836)
6. Application of partnership property and other
rights of partners on dissolution (1837)
7. Rescission of partnership contract (1838)
8. When liabilities of dissolved partnership are
also liabilities of the person or partnership
continuing the business (1840)
9. Right of partner who retires or the legal
representative of a deceased partner if
business is continued without settlement of
accounts (1841)
10. Cancellation or amendment of certificate (1864)
11. Requirements for cancellation of certificate
(1865)
12. Requirements for amendment of certificate
(1865)
IV. LIQUIDATION
1. Liquidation of dissolved partnership (1839)

III. DISSOLUTION
1. Definition (1828,1829)
2. Causes of dissolution(1830):
a. Admission of a New Partner
 A person admitted into an existing
partnership is liable for all the obligations
of the partnership arising before his
admission (1826)
 After the formation of a limited partnership,
additional limited partnership may be
admitted upon filling an amendment (1849)
b. Removal of an Old Partner Caused by:
 Voluntary withdrawal(1830 paragraph 2,
1833)