2 General Partner VS Limited Partner

Monday, January 30, 2023 7:22 AM

- The differences between the General Partners and Limited Partners can be classified as
(L.C.M.O.)
○ As to Liability of Partners
○ As to Contribution
○ As to Management
○ Others

- General Partnership
○ Seen in both the General Partnership and Limited Partnership
○ As to Liability of Partners
▪ Beyond his capital contribution
○ As to Contribution
▪ Capitalist Partner
▪ Industrial Partner
□ Industrial Partner is normally the one made as the managing partner
○ As to Management
▪ Can be a managing partner anytime
○ Appearance of Surname in the Company Name
▪ Yes, it can appear
○ Participation in the Company's Other Business
▪ Capital Partner
□ YES if not same nature of business otherwise their profits will be be
confiscated in that other business
 Like may AMV Beauty Salon si Empleo, Dayag, at Domingo
tapos biglang gumawa ng UST Beauty Salon si Dayag and
Domingo on the side
◊ UST Beauty Salon's profits will be confiscated kasi bawal
nga
▪ Industrial Partner
□ NO in any business without consent of all partners otherwise there will
be 2 choices:
 Expel him + damages
 Confiscate the profits from that other business + damages
□ Need niya magpaalam and dapat pumayag ang lahat ng partners niya

- Limited Partnership
○ Seen in Limited Partnership, needs LTD in the name (relatively void without it)
▪ Wala siya sa General Partnership
▪ Dura lex sed lex = The law may be harsh but that is the law
○ As to Liability of Partners
▪ Up to his capital contribution
○ As to Contribution
▪ Capitalist Partner
▪ Not allowed to be an Industrial Partner, as a rule
□ Limited Partner kasi has no 100% commitment kasi nga limited lang
yung liability niya
□ If ever man na ipilit siyang Industrial Partner, he will be liable as GP
○ As to Management
▪ Cannot be a managing partner anytime, he will be liable as General Partner
○ Appearance of Surname in the Company Name
▪ No, otherwise he will be liable as General Partner
▪ Two Exceptions:
□ Company was already using same name before he joined them
□ The limited partner has same surname with the general partner whose
name is in the company name
 Technically, hindi siya yun
□ When dealing with a third person, he must reveal his real position in

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 □ When dealing with a third person, he must reveal his real position in
the company, otherwise he will be liable as a general partner in that
transaction with the 3rd person
○ Participation in the Company's Other Business
▪ YES, in any business even without consent of other partners
□ This one of the reasons why we don't trust him so much

- Five Cases Wherein the Limited Partner is Liable as a General Partner

1. When the LP is allowed to contribute Industry
2. When the LP is allowed to participate in the management
3. When the LP's name appears in the company name
4. When the Limited Partnership is not SEC registered
5. When the "LTD" did not appear in the company name

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