Q When does a general partner need consent or ratification of all the limited

Q when does a general partner need consent or

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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;
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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.
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  • Fall '16
  • james reyes

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