ARTICLE 1858-
1862
ROMERO.CRISTOBAL.MARZAN.TAMANG.BARRENO
01
ART. 1858
To the Partnership:
(1)For the difference between his contribution as actually
made and that stated in the certificate as having been made.
(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
02
ART. 1858
Actual Contribution Required Contribution
- what you contributed - what you’re expected to
contribute
- contribution you give - contribution stated in
the certificate
If Required Contribution > Actual Contribution = Liability
03
ART. 1858
As a trustee for the partnership:
(1)Specific property stated in the certificate as contributed by
him, but which was not contributed or which has been
wrongfully returned.
(2)Money or other property wrong wrongfully paid or
conveyed to him on account of his contribution.
04
ART. 1858
Liabilities of a limited partner may be waived:
1.) consent of ALL PARTNERS
2.) waiver does NOT PREJUDICE partnership creditors
05
ART. 1858
Liability for Partnership Debts:
Even if a limited partner has received back their initial contribution to the
partnership, they can still be held liable for the partnership's debts. This means
if the partnership owes money to creditors, the limited partner might have to
pay up to a certain extent.
Extent of Liability:
The limited partner's liability is limited to the extent of their original
contribution to the partnership. So, they can't be asked to pay more than what
they initially invested.
06
ART. 1859
A limited partner’s interest is assignable.
A substituted limited partner is a person admitted to all the
rights of a limited partner
who has died or has assigned his interest in a partnership.
07
ART. 1859
Rights of an assignee of a limited partner
1. An assignee is only entitled to receive the share of the profits
or other which his assignor would otherwise tered, of his
contribution, to
2. An assignee acquires all the rights of the limited partner only
when he becomes a substituted limited partner.
08
ART. 1859
Assignee become a substituted limited partner
The requisites are:
1. All the partners must consent or if the limited partner-
assignor, being empowered in the certificate of limited
partnership, gives the assignee that right;
2. The certificate of limited partnership must be amended; and
3. The certificate of limited partnership must be registered in
the Securities and Exchange Commission.
09
ART. 1859
Rights and liabilities of a substituted limited partner
1. The substituted limited partner has all the rights and
powers, and is subject to all the restrictions and liabilities of his
assignor.
2. The substitution of the assignee as a limited partner does not
release the assignor from liability to persons who suffered
damage by reliance on a false statement in the certificate of
limited partnership and to creditors who extended credit or
whose claims arose before the substitution.
10
ART. 1860
The retirement, death, insolvency, insanity or civil interdiction
of a general partner dissolves the partnership, unless the
remaining general partners continue the business:
(1) Under a right so to do stated in the certificate, or
(2) With the consent of all members.
11
EXAMPLE
X,Y,Z and A decided to form a limited partnership. x and Y are
the general partners, while Z and A are the limited partners.
Then subsequently, A dies. What will happen to the
partnership?
The partnership will be dissolved, unless all remaining
partners agreed to continue the partnership or it is stated in
the certificate of a limited partnership.
12
ART. 1861
On the death of a limited partner his executor or
administrator shall have all the rights of a limited partner for
the purpose of settling his estate, and such power as the
deceased had to constitute his assignee a substituted limited
partner.
The estate of a deceased limited partner shall be liable for all
his liabilities as a limited partner.
13
ART. 1862
Rights of Creditors of Limited Partners
1) The creditor may apply to the proper court for an order
charging the limited partner's interest in the partnership for
the payment of any unsatisfied amount of his claim.
2) The court may appoint a receiver, and make all other
orders, directions and inquiries which the circumstances of the
case may require.
14
ART. 1862
GR: Redemption of the interest of the debtor limited partner
may be done by any general partner with his separate
property, not with partnership property.
XPN: Interest may be redeemed with partnership property
with the consent of all partners whose interest are not so
charged
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