Partnerships

• A partnership has a separate and distinct personality of its own apart from the partners constituting it.
• An assignee of partnership interest does not become a partner until and after the acceptance of all the other partners.
• A partnership for a particular undertaking is automatically dissolved upon fulfilment of said undertaking.
• An illegal partnership does not need a judicial proceeding in order to be dissolved. It is void from the beginning.
• When a general partner dies, the partnership whether general or limited, is dissolved. But when a limited partner dies, the limited partnership remains as long as there is at least one limited partner remaining.
• Partners in a partnership are mutual agents of another.
• When there are immovable properties contributed, there must be an inventory and the public instrument must be executed. Otherwise, the partnership is void.
• Non-registration of the partnership, when required, does not invalidate the partnership.
• An industrial partner cannot be liable for additional capital contributions if needed by the partnership
• If a capitalist partner refuses to contribute additional capital when needed, his or her interest may be bought out by the other partners willing to contribute additional capital
• A partner who is admitted to the partnership is liable for obligations incurred by the partnership prior to his or her admission but only up to the extent of his contribution, unless there is a stipulation to the contrary.
• A managing partner whose credit against a debtor is more onerous to the debtor than the debtor’s debt to the partnership, may apply the entire payment made by the debtor in his name, should the debtor elect his right to apply it wholly to his debt to the managing partner.
• When an industrial partner engages in any other business, he may be excluded from the partnership, but a capitalist partner who engages in the same business, may only be made to account for the profits earned.
• While an industrial partner cannot be made liable for any losses, he may be held liable for partnership debts to partnership creditors with right of reimbursement from the capitalist partners.
• The non-filing of the certificate of limited partnership does not void the partnership. It will then be considered as a general partnership.
• The firm name must not have the surname of a limited partner, unless such surname has been in the firm name prior to the admission of the limited partner or it is the surname of a general partner as well.
• When a limited partner participates in the management of the limited partnership, he becomes liable as a general partner, but he does not become entitled to the rights of a general partner.
• A limited partner can extend a loan to the limited partnership, but the limited partnership cannot secure said loan using partnership property
• A substituted limited partner does not become a limited partner until and after the certificate of limited partnership is amended.
• In case illegal partnership, the capital contributed shall be returned to the contributing partner, but the proceeds of the partnership shall be escheated in favor of the State