Rules on Management

1. Appointed manager in the articles of partnership

a. The managing partner may execute all acts of administration despite the
opposition of his partners unless he acts in bad faith. (Art. 1800)

b. Revocation of appointment of managing partner

1. With just or lawful cause – his appointment can be revoked
by the vote of the partners owning the controlling interest
(Art. 1800)
2. Without just or lawful cause – his appointment can be
revoked only with consent of all the partners including the
managing partner because such revocation would be a
novation of the terms thereof.

2. Appointed manager after the partnership has been constituted

a. He may execute all acts of administration but in case of opposition by
other partners, the partners owning the controlling interest may resort to
voting for his removal as manager. (Art. 1800)

b. He may be removed with or without just or lawful cause by the vote of the
partners owning the controlling interest (Art. 1800)

3. When two or more partners have been appointed as Management

a. When there is a specification of their respective duties, each
managing partner shall perform only the duties specified in his
appointment;

b. When there is no specification of their respective duties or there is

no stipulation that one shall act without the consent of the others, each
one may execute all acts of administration

i. In case of opposition of other managers, the decision of the majority

of the partners shall prevail. An in case of a tie, the decision of the
managing partner/s owning the controlling interest shall prevail

c. When there is stipulation that none of the managing partners shall act
without consent of the others, the acts validity requires concurrence of
all of them;
i. In case of absence of disability of one of the managing partners,
cannot be alleged, unless otherwise there is imminent danger of
grave or irreparable injury to the partnership
4. When the manner of management has not been agreed upon
a. All partners shall be considered agents of the partnership
b. Whatever any one of them may do alone shall bind the partnership
c. In case of opposition of the other partners, majority decision shall prevail,
further, in case of ties, partners with controlling interest shall prevail.