Q: When does a general partner need consent or
ratification of all the limited partners?
A:
When he:
1.
does any act in contravention of the
certificate;
2.
does
any
act
which
would
make
it
impossible
to
carry
on
the
ordinary
business of the partnership;
3.
confesses
judgment
against
partnership;
4.
possesses
partnership
property
/
assigns
rights
in
specific
partnership
property
other
than
for
partnership
purposes;
5.
admits person as general partner;
6.
admits
person
as
limited
partner
unless authorized in certificate; or
7.
continues
business
with
partnership
property
on
death,
retirement,
civil
interdiction, insanity or insolvency of
general partner
unless
authorized in the
certificate.
PARTNERSHIP TORT
Q: When is there a partnership tort?
A:
Where:
1.
by any wrongful act or omission of any
partner, acting in the ordinary course of
business
of
the
partnership
or
with
authority
of
his
co
partners,
loss
or
injury
is caused to any person, not being
a partner in the partnership;
2.
one partner, acting within the scope of
his apparent authority, receives money
or property from a third person, and
misapplies
it; or
3.
the partnership, in the course of its
business, receives money or property,
and it is
misapplied
by any partner while
it is in the custody of the partnership.
Note:
Partners
are
solidarily
liable
with
the
partnership for any penalty or damage arising from a
partnership tort.
C. RIGHTS AND OBLIGATIONS OF A LIMITED
PARTNER
Q: What are the specific rights of a limited
partner?
A:
To:
1.
have partnership books kept at principal
place of business;
2.
inspect/copy
books
at
reasonable
hours;
P
ARTNERSHIP
3.
have
on
demand
true
and
full
information
of
all
things
affecting
partnership;
4.
have
formal
account
of
partnership
affairs whenever circumstances render
it just and reasonable;
5.
ask for dissolution and winding up by
decree of court;
6.
receive
share
of
profits/other
compensation by way of income; and
7.
receive
return
of
contributions,
provided the partnership assets are in
excess of all its liabilities.
Q: Who is a substituted limited partner?
A:
A person admitted to all the rights of a limited
partner who has died or assigned his interest in
the partnership
Q:
What
are
the
rights
and
liabilities
of
a
substituted limited partner?
A:
GR:
He has all the rights and powers and is
subject to all the restrictions and liabilities of
his assignor.
XPN:
Those liabilities which he was ignorant
of at the time that he became a limited
partner and which could not be ascertained
from the certificate
Q: What are the requirements for the admission
of a substituted limited partner?
A:
1.
All the members must consent to the
assignee becoming a substituted limited
partner or the limited partner, being
empowered by the certificate must give
the assignee the right to become a
limited partner;
2.
The certificate must be amended in
accordance with Art. 1865, NCC; and
3.
The certificate as amended must be
registered in the SEC.
You've reached the end of your free preview.
Want to read all 27 pages?
- Fall '16
- james reyes
