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Blaw 101

These articles from the Civil Code of the Philippines discuss provisions related to limited partnerships. Article 1846 specifies that a limited partner's surname cannot appear in the partnership name unless it is also a general partner's surname or the business was previously carried out under that name. If their name appears contrary to this, the limited partner will be liable as a general partner. Article 1847 makes any party to a certificate liable if they knew a statement in it was false when signing or subsequently, if they had time to amend the certificate before others relied on the false statement. Article 1848 states that a limited partner does not become liable as a general partner unless they also participate in controlling the business.

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239 views

Blaw 101

These articles from the Civil Code of the Philippines discuss provisions related to limited partnerships. Article 1846 specifies that a limited partner's surname cannot appear in the partnership name unless it is also a general partner's surname or the business was previously carried out under that name. If their name appears contrary to this, the limited partner will be liable as a general partner. Article 1847 makes any party to a certificate liable if they knew a statement in it was false when signing or subsequently, if they had time to amend the certificate before others relied on the false statement. Article 1848 states that a limited partner does not become liable as a general partner unless they also participate in controlling the business.

Uploaded by

Sarah Gelua Lazona
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© © All Rights Reserved
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Article 1846

The surname of a limited partner shall not appear


i n t h e partnership name unless:
(1)It is also the surname of a general partner
(2)Prior to the time when the limited partner became such,
the b u s i n e s s h a d b e e n c a r r i e d o n u n d e r a n a m e i n w h i c h
h i s 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
(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
c a n c e l l a t i o n o r 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 an amendment to
the original certificate in accordance with the requirements of
Article 1865.

Article 1850
A general partner shall have all the rights and powers and
be s u b j e c t t o a l l t h e r e s t r i c t i o n s a n d l i a b i l i t i e s o f a
p a r t n e r i n a partnership without limited partners. However,
without the written
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.
SURNAME OF LIMITED PARTNER:
Partnerships are required to have a firm
name. In a limited partnership, the
surname of a limited partner shall not
appear in the partnership name because
he is exempted from general liability.
His liability is limited, that is why, he is
referred to as a limited partner.
Otherwise, he becomes a general partner
(Pineda, 2006).

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.
REQUISITES FOR PARTY’S
KNOWLEDGE OF FALSE
STATEMENT: 1.At the time of the
signing of the certificate 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 Art. 1865
(Pineda, 2006)

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. GR: A limited partner is not
liable as a general partner XPN: If he
takes part in the control of the business
which contemplates active participation
in the business of the partnership, he
becomes liable as a general partner
(Pineda, 2006).

Article 1849. After the formation of a


lifted partnership, additional limited
partners may be admitted upon filing an
amendment to the original certificate in
accordance with the requirements of
article 1865.

Article 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 judgment against the
partnership; (4) Possess partnership
property, or assign their rights in
specific partnership property, for other
than a

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