Notes in Law 63

2. They must file for record the certificate with the Securities and Exchange Commission (SEC) (Art.
1844)

1. Effect of substantial compliance

A limited partnership is formed if there has been substantial compliance in good faith of the above
requirements

1. Effect of failure to register with the SEC

The partnership will be considered a general partnership since the requirements are intended to protect
the public.

Liability for false statement (Art. 1847)

One who suffers loss by reason of a false statement in the certificate may hold liable any party to the
certificate who knew the same to be false

1. At the time he signed the certificate, or

2. Subsequently, but within a sufficient time before the statement was relied upon to enable him
to cancel or amend the certificate, or to file a petition for its cancellation or amendment.

Admission of additional limited partners after formation

                Additional limited partners may be admitted after formation by filing an amendment to the
original certificate (Art. 1849) However, this right must be stated in the original certificate (Art. 1844)

Rights and liabilities of a general partner in a limited partnership (Art. 1850)

1. Rights

A general partner has all the rights and powers of a general partner in a partnership without limited
partners

2. Liabilities

3. A general partner shall be subject to all restrictions and liabilities of a partner in a partnership
without limited partners

Restrictions of a general partner

A general partner or all the general partners shall have no authority to perform the following acts
without written consent or ratification by all the limited partners:

1. Do any act in contravention of the certificate;

2. Do any act which would make it impossible to carry on the ordinary business of the partnership;

3. Confess a judgment against the partnership;

4. Possess partnership property, or assign their rights in specific partnership property, for other
than a partnership purpose;

5. Admit a person as a general partner;

6. Admit a person as a limited partner, unless the right so to do is given in the certificate;

7. Continue the business with partnership property on the death, retirement, insanity, civil
interdiction or insolvency of a general partner, unless the right so to do is given in the certificate.