CHAPTER 4: Limited Partnership

• Article 1843: A limited partnership is one formed by two or more persons under the provisions of the following article, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.
• 1844: Two or more persons desiring to form a limited partnership shall:

  (1) Sign and swear to a certificate, which shall state -

  (a) The name of the partnership, adding there to the word

  "Limited";

  (b) The character of the business;

  (c) The location of the principal place of business;

  (d) The name and place of residence of each member, general

  and limited partners being respectively designed;

  (e) The term for which the partnership is to exist;
• (f) The amount of cash and a description of and the agreed value of

  the other property contributed by each limited partner;

  (g) The additional contributions, if any, to be made by each limited

  partner and the times at which or events on the happening of

  each, they shall be made;

  (h) The time, if agree upon, when the contribution of each limited

  partner is to be returned;
• (i) The share of the profits and the other compensation by way of

  income which each limited partner shall receive by reason of his

  contribution;

  (j) The right, if give, of a limited partner to substitute an assignee as

  a contributor in his place, and the terms and conditions of the

  substitution;

  (k) The right, if given, of the partners to admit additional limited

  partners;
• (l) The right, if give, of one or more limited partners to priority over

  other limited partners, as to contributions or as to

  compensation by way of income, and the nature of such priority;

  (m) The right, if given, of the remaining general partner or partners

  to continue the business on the death, retirement, civil

  interdiction, insanity or insolvery of a general partner;

  (n) The right, if given, of a limited partner to demand and receive

  property other than cash in return for his contribution.
• (2) File for record the certificate in the Office of the Securities and Exchange Commission.

  A limited partnership is formed if there has been substantial compliance in good faith with the foregoing requirements.
• Article 1845: The contribution of a limited partner may be cash or property, but not services.
• Article 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 has 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.
• Article 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.
• Article 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.
• Article 1849: After the formation of a limited partnership, additional limited partners may be admitted upon filing of an amendment to the original certificate in accordance with the requirements of Article 1865.