Notes in Law 70

Requirements for amendment of certificate (Art. 1865)

1. The amendment must be in writing

2. It must be signed and sworn to by all members including

1. The assigning limited partner and the substituted limited partner, in case of substitution

2. The newly-admitted limited partner or partners

3. The newly-admitted general partner or partners

3. The amended certificate must be filed with the SEC

Requirements for cancellation of certificate (Art. 1865)

1. The cancellation must be in writing

2. It must be signed by all members

3. It must be filed with the SEC

Limited partner, not a proper party to proceedings (Art. 1866)

1. A limited partner is not a proper party to proceedings

1. By a partnership, or

2. Against a partnership

2. Exceptions

1. If he is also a general partner

2. Where the object of the proceedings is to enforce limited partner’s right against the
partnership

3. Where the object of the proceedings is to enforce a limited partner’s liability to the
partnership