Pat Grup Hw Ls Ver.docx

Partnership, Agency and Trusts Homework Comparison Tables (General vis-a-vis Limited Partnerships, and Rights of a Partner and Assignee)

Team Members: William Terencio Dann Dalino Nathaniel Tamayo Ralph Deiparine

PAT 2S

General Partner

Limited Partner

1. A general partner is personally liable for partnership obligations (Art.1816).

1. A limited partner’s liability extends only to his capital contribution.

2. When management is not agreed upon, all general partners have equal right in the management of the business.

2. Limited partner has no share in the management of a limited partnership.

3. A general partner may contribute money, property or industry to the partnership (Art 1767).

3. A limited partner must contribute cash or property to the partnership but not services.

4. A general partner is a proper party to proceedings by or against the partnership.

4. A limited partner is not a proper party to proceedings by or against a partnership.

5. A general partner’s interest in the partnership may not be assigned as to make the assignee a new partner without the consent of the other partners (Art 1813).

5. A limited partner’s interest is freely assignable; with the assignee acquiring all the rights of the limited partner subject to certain qualifications (Art 1859).

6. The name of the general partner may appear in the firm name (Art.1815).

6. As a general rule, that of a limited partner must not show (Art 1846).

7. A general partner is prohibited from engaging in a business which is of the kind of the business in which the partnership is engage, if he is a capitalist partner (Art. 1808), or in any business for himself if he is an industrial partner (Art 1789).

7. There is no such prohibition in the case of a limited partner who is considered a mere contributor to the partnership (Art 1866).

8. The retirement, death, insolvency, insanity or insolvency of a general partner dissolves the partnership (Arts. 1860, 1830, 1831).

8. The retirement, etc. of a limited partner does not have the same effect, for his executor or administrator shall have the rights of a limited partner for the purpose of dealing with his estate.

General Partnership

Limited Partnership

1. A general partnership can generally be constituted in any form by contract or conduct of the partnership unless immovable property is contributed.

1. A limited partnership must be executed in a certificate of limited partnership that is duly signed and sworn to by all the partners. Also, it is to be recorded in the SEC.

2. The members of the partnership are composed only of general partners.

2. The members of the partnership are composed of one or more general partners and one or more limited partners.

3. Retirement, death, insanity or insolvency of a general partner dissolves the partnership.

3. Retirement, death, insanity or insolvency of a limited partner does not dissolve the partnership for his executor or administrator shall have the rights of a limited partner for selling his estate.

4. General partners have an equal right in the management of the business.

4. Limited partner has no share in the management of a limited partnership and holds himself liable to the partnership creditors as a general partner if he takes part in the control of the business.

5. Governed by Article 1839 of the Civil Code with regard to dissolution and winding up.

5. Governed by Article 1863 of the Civil Code with regard to dissolution and winding up.

6. General partners are personally liable for the partnership obligation.

6. Limited’s partners liability extend only to his capital contributions.

7. The general partner is the proper party to the proceedings against the partnership.

7. The limited partner is not the proper party to the proceedings against the partnership except if he is also a general partner and where the object of the proceeding is to enforce a limited partner’s right against or liability to the partnership.

Rights of a (General) Partner

Rights of a Limited Partner

Rights of an Assignee

1. To have the partnership Books kept at the principal place of business of the partnership;

1. To receive in accordance with his contract the profits accruing to the assigning partner

2. Right to Reimbursement for amounts advanced to the partnership and to indemnification for risks in consequence of management (Civil Code 1796)

2. To Inspect, at a reasonable hour, partnership books and copy any of them;

2. To avail himself of the usual remedies provided by law in the event of fraud in the management

3. Right to Associate with another person in his share

3. To demand true and Full information of the things affecting the partnership

3. To receive the assignor’s interest in case of dissolution;

4. Right of Access and inspection of partnership books;

4. To demand a Formal account of the partnership affairs whenever circumstances render it just and reasonable;

4. To require an account of partnership affairs, but only in case the partnership is dissolved, and such account shall cover the period from the date only of the last account agreed to by all the partners. The mere act of assignment with nothing more, does not bring about the dissolution of the partnership. The purchaser of a partner’s interest under Articles 1813 or 1814 may, however, apply to the court for the dissolution of the partnership, after the termination of the specified term or undertaking or at any time if the partnership is one at will.

5. Right to a formal Account of partnership affairs under certain circumstances: (Civil Code 1890):

5. To ask for dissolution and winding up by decree of court

1. Property rights of a Partner: a.) Specific Partnership Property b.) Interest in the Partnership c.) Management Participation

a.) If he is wrongfully excluded from

the partnership b.) If the right exists under the terms of any agreement c.) If a partner has derived profits from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of its property as provided by Art. 1807; or d.) Whenever other circumstances render it just and reasonable. 6. Right to demand true and full information of all things affecting the partnership

7. Right to have partnership Dissolved under certain conditions

6. To receive a share in the profits or other compensation by way of income provided that the partnership assets are in excess of partnership liabilities after such payment 7. To receive the return contribution provided that:

of

his

a.) All the liabilities of the partnership; except liabilities to general partners and to limited partners on account of their contribution, have been paid or the partnership assets are sufficient to pay partnership liabilities; b.) The consent of the all the members (general and limited partners) has been obtained; The certificate is cancelled or so amended as to set forth the withdrawal or reduction