Art 1846 - 1850

ART 1846 - 1850
ART 1846
The surname of a limited partner shall not appear in the partnership name
unless:
1. It is also the surname of a general partner, or
2. Prior to the time when the limited partner became such, the business
had been carried on under a name in which his surname appeared.
A limited partner whose surname appears in a partnership name contrary to

the provisions of the first paragraph 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.
ART 1846
Effects where surname of limited partner appears in
partnership name
The limited partner violating this article is liable, as a general rule, to

partnership creditors without, however, the rights of a general creditors. Of
course, such limited partner shall not be liable as a general partner with
respect to third persons with actual knowledge that he is only a limited
partner.
ART 1847
If the certificate contains a false statement, one who suffers loss by reliance
on such statement may hold liable any party to the certificate who knew the
statement 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 as provided in article 1865.
Liability for false statement in certificate
1. Requisites
2. Nature of liability
ART 1847
Example:
1. A, a limited partner, appeared as a general partner in certificate. If Article 1847 is
applicable, he cannot raise the defense that he is merely a limited partner to escape personal
liability to innocent third persons in case the other general partners are insolvent.
2. The contribution of A, limited partner, is erroneously stated in the certificate as
P15,000.00 instead of P10,000,000. if Article 1847is applicable, he may be made liable to
innocent third persons for the difference of P5,000.00.
ART 1848
A limited partner shall not become liable as a general partner unless, in
addition to the exercise of his rights and powers as a limited partner, he takes
part in the control of the business.
Liability of limited partner for participating in management of
partnership.
1. Liability as a general partner
2. Existing limited partnership contemplated
ART 1849
After the formation of a limited partnership, additional limited partners may be
admitted upon filing an amendment to the original certificate in accordance
with the requirements of article 1865.
Admission of additional limited partners

After a limited partnership has been formed, additional limited partners
may be admitted.
The law requires that there is proper amendment to the certificate which
must be signed and sworn to by all of the partners including the new limited
partners and filed in the Securities and Exchange Commission pursuant to the
requirements of Article 1865.
ART 1850
A general partner shall have all the rights and powers and be subject to all
the restrictions and liabilities of a partner in a partnership without limited
partners. However, without the written consent or ratification of the specific
act by all the limited partners, a general partner or all of the general partners
have no authority to:
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 judgement against the partnership;
4. Possess partnership property, or assign their rights in specific
partnership property, for other than a partnership purpose;
ART 1850
A general partner shall have all the rights and powers and be subject to all
the restrictions and liabilities of a partner in a partnership without limited
partners. However, without the written consent or ratification of the specific
act by all the limited partners, a general partner or all of the general partners
have no authority to:
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 to do so is given in the certificate.
ART 1850
Rights, powers, and liabilities of general partner.
1. Right of control/unlimited personal liability
2. Acts of administration/acts of strict dominion
3. Other limitations

Art 1846 - 1850

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Art 1846 - 1850

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ART 1846 - 1850

A limited partner whose surname appears in a partnership name contrary to

The limited partner violating this article is liable, as a general rule, to

Admission of additional limited partners

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