Notes in Law 64

Obligation of limited partner

1. Not to allow inclusion of his surname in the partnership name (Art. 1846)

1. Exceptions

1. If it is also the surname of a general partner

2. The business had been carried on under a name in which his surname appeared
prior to his admission as a limited partner

2. Effect if a limited partner allows the inclusion of his surname in the partnership name

He is liable as a general partner to partnership creditors who extend credit to the partnership without
actual knowledge that he is not a general partner

2. TO be liable as a general partner if he takes part in the control of the business

3. TO be liable to the partnership for the following

1. For the difference between his contribution as actually made and that stated in the
certificate as having been made, and

2. For any unpaid contribution which he agreed in the certificate to make in the future at
the time and on the conditions stated in the certificate.

4. to hold as trustee for the partnership the following

1. Specific property stated in the certificate as contributed by him, but which was not
contributed

2. Specific property which has been wrongfully returned to him, and

3. Money or other property wrongfully paid or conveyed to him on account of his

contribution. (Art. 1858)

Waiver or compromise of limited partner’s liability in No. 3 and 4

The said liabilities may be waived or compromised provided:

1. all the partners consent thereto, and

2. the right of a partnership creditor who extended credit or whose claims arose after the filing and
before the cancellation or amendment of the certificate is not affected

3. to be liable to the partnership after he has rightfully received the return of his capital
contribution for any sum not in excess of such return with interest, which is necessary to
discharge its liabilities to all creditors who extended credit or whose claims arose before such
return (Art. 1858)
4. Not to receive or hold as collateral security any partnership property on account of his claims for
loan granted to or other business transactions with the partnership (Art. 1854)

5. Not to receive from a general partner or the partnership on account of such claims any
payment, conveyance, or release from liability, if at the time the assets of the partnership are
not claiming as general or limited partners (Art. 18854)