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Q: When does a general partner need consent orratification of all the limited partners?A:When he:1.does any act in contravention of thecertificate;2.doesanyactwhichwouldmakeitimpossibletocarryontheordinarybusiness of the partnership;3.confessesjudgmentagainstpartnership;4.possessespartnershipproperty/assignsrightsinspecificpartnershippropertyotherthanforpartnershippurposes;5.admits person as general partner;6.admitspersonaslimitedpartnerunless authorized in certificate; or7.continuesbusinesswithpartnershippropertyondeath,retirement,civilinterdiction, insanity or insolvency ofgeneral partnerunlessauthorized in thecertificate.PARTNERSHIP TORTQ: When is there a partnership tort?A:Where:1.by any wrongful act or omission of anypartner, acting in the ordinary course ofbusinessofthepartnershiporwithauthorityofhiscopartners,lossorinjuryis caused to any person, not beinga partner in the partnership;2.one partner, acting within the scope ofhis apparent authority, receives moneyor property from a third person, andmisappliesit; or3.the partnership, in the course of itsbusiness, receives money or property,and it ismisappliedby any partner whileit is in the custody of the partnership.Note:Partnersaresolidarilyliablewiththepartnership for any penalty or damage arising from apartnership tort.C. RIGHTS AND OBLIGATIONS OF A LIMITEDPARTNERQ: What are the specific rights of a limitedpartner?A:To:1.have partnership books kept at principalplace of business;2.inspect/copybooksatreasonablehours;
PARTNERSHIP3.haveondemandtrueandfullinformationofallthingsaffectingpartnership;4.haveformalaccountofpartnershipaffairs whenever circumstances renderit just and reasonable;5.ask for dissolution and winding up bydecree of court;6.receiveshareofprofits/othercompensation by way of income; and7.receivereturnofcontributions,provided the partnership assets are inexcess of all its liabilities.Q: Who is a substituted limited partner?A:A person admitted to all the rights of a limitedpartner who has died or assigned his interest inthe partnershipQ:Whataretherightsandliabilitiesofasubstituted limited partner?A:GR:He has all the rights and powers and issubject to all the restrictions and liabilities ofhis assignor.XPN:Those liabilities which he was ignorantof at the time that he became a limitedpartner and which could not be ascertainedfrom the certificateQ: What are the requirements for the admissionof a substituted limited partner?A:1.All the members must consent to theassignee becoming a substituted limitedpartner or the limited partner, beingempowered by the certificate must givethe assignee the right to become alimited partner;2.The certificate must be amended inaccordance with Art. 1865, NCC; and3.The certificate as amended must beregistered in the SEC.