Art. 1841.

When any partner retires or dies,

and the business is continued under any of
the conditions set forth in the preceding
article, or in Article 1837, second paragraph,
No. 2, without any settleent of accounts as
between hi or his estate and the person or
partnership continuing the business, unless
otherwise agreed, he or his legal
representati!e as against such person or
partnership ay ha!e the !alue of his
interest at the date of dissolution
ascertained, and shall recei!e as an
ordinary creditor an aount e"ual to the
!alue of his interest in the dissol!ed
partnership with interest, or, at his option or
at the option of his legal representati!e, in
lieu of interest, the profits attributable to the
use of his right in the property of the
dissol!ed partnership# pro!ided that the
creditors of the dissol!ed partnership as
against the separate creditors, or the
representati!e of the retired or deceased
partner, shall ha!e priority on any clai
arising under this article, as pro!ided Article
184$, third paragraph. %n&
Art. 1842. 'he right to an account of his
interest shall accrue to any partner, or his
legal representati!e as against the winding
up partners or the sur!i!ing partners or the
person or partnership continuing the
business, at the date of dissolution, in the
absence of any agreeent to the contrary.
%n&

()A*'+, 4
-./.'+0 *A,'N+,1).* %n&

Art. 1843. A liited partnership is one
fored by two or ore persons under the
pro!isions of the following article, ha!ing as
ebers one or ore general partners and
one or ore liited partners. 'he liited
partners as such shall not be bound by the
obligations of the partnership.
Art. 1844. 'wo or ore persons desiring to
for a liited partnership shall2
%1& 1ign and swear to a certificate,
which shall state 3

%a& 'he nae of the partnership,
adding thereto the word 4-iited4#
%b& 'he character of the business#
%c& 'he location of the principal
place of business#
%d& 'he nae and place of
residence of each eber, general and
liited partners being respecti!ely
designated#
%e& 'he ter for which the
partnership is to e5ist#
%f& 'he aount of cash and a
description of and the agreed !alue of the
other property contributed by each liited
partner#
%g& 'he additional contributions, if
any, to be ade by each liited partner and
the ties at which or e!ents on the
happening of which they shall be ade#
%h& 'he tie, if agreed upon, when
the contribution of each liited partner is to
be returned#
%i& 'he share of the profits or the
other copensation by way of incoe which
each liited partner shall recei!e by reason
of his contribution#
%6& 'he right, if gi!en, of a liited
partner to substitute an assignee as
contributor in his place, and the ters and
conditions of the substitution#
%7& 'he right, if gi!en, of the partners
to adit additional liited partners#
%l& 'he right, if gi!en, of one or ore
of the liited partners to priority o!er other
liited partners, as to contributions or as to
copensation by way of incoe, and the
nature of such priority#
%& 'he right, if gi!en, of the
reaining general partner or partners to
continue the business on the death,
retireent, ci!il interdiction, insanity or
insol!ency of a general partner# and
%n& 'he right, if gi!en, of a liited
partner to deand and recei!e property
other than cash in return for his contribution.
%2& 8ile for record the certificate in the
9ffice of the 1ecurities and +5change
(oission.
A liited partnership is fored if there has
been substantial copliance in good faith
with the foregoing re"uireents.
Art. 184:. 'he contributions of a liited
partner ay be cash or property, but not
ser!ices.
Art. 184;. 'he surnae of a liited partner
shall not appear in the partnership nae
unless2
%1& .t is also the surnae of a general
partner, or
%2& *rior to the tie when the liited
partner becae such, the business has
been carried on under a nae in which his
surnae appeared.
A liited partner whose surnae appears in
a partnership nae contrary to the
pro!isions of the first paragraph is liable as
a general partner to partnership creditors
who e5tend credit to the partnership without
actual 7nowledge that he is not a general
partner.
Art. 1847. .f the certificate contains a false
stateent, one who suffers loss by reliance
on such stateent ay hold liable any party
to the certificate who 7new the stateent to
be false2
%1& At the tie he signed the certificate,
or
%2& 1ubse"uently, but within a sufficient
tie before the stateent was relied upon
to enable hi to cancel or aend the
certificate, or to file a petition for its
cancellation or aendent as pro!ided in
Article 18;:.
Art. 1848. A liited partner shall not
becoe liable as a general partner unless,
in addition to the e5ercise of his rights and
powers as a liited partner, he ta7es part in
the control of the business.
Art. 184<. After the foration of a lifted
partnership, additional liited partners ay
be aditted upon filing an aendent to
the original certificate in accordance with
the re"uireents of Article 18;:.
Art. 18:$. A general partner shall ha!e all
the rights and powers and be sub6ect to all
the restrictions and liabilities of a partner in
a partnership without liited partners.
)owe!er, without the written consent or
ratification of the specific act by all the
liited partners, a general partner or all of
the general partners ha!e no authority to2
%1& 0o any act in contra!ention of the
certificate#
%2& 0o any act which would a7e it
ipossible to carry on the ordinary business
of the partnership#
%3& (onfess a 6udgent against the
partnership#
%4& *ossess partnership property, or
assign their rights in specific partnership
property, for other than a partnership
purpose#
%:& Adit a person as a general partner#
%;& Adit a person as a liited partner,
unless the right so to do is gi!en in the
certificate#
%7& (ontinue the business with
partnership property on the death,
retireent, insanity, ci!il interdiction or
insol!ency of a general partner, unless the
right so to do is gi!en in the certificate.
Art. 18:1. A liited partner shall ha!e the
sae rights as a general partner to2
%1& )a!e the partnership boo7s 7ept at
the principal place of business of the
partnership, and at a reasonable hour to
inspect and copy any of the#
%2& )a!e on deand true and full
inforation of all things affecting the
partnership, and a foral account of
partnership affairs whene!er circustances
render it 6ust and reasonable# and
%3& )a!e dissolution and winding up by
decree of court.
A liited partner shall ha!e the right to
recei!e a share of the profits or other
copensation by way of incoe, and to the
return of his contribution as pro!ided in
Articles 18:; and 18:7.
Art. 18:2. Without pre6udice to the
pro!isions of Article 1848, a person who has
contributed to the capital of a business
conducted by a person or partnership
erroneously belie!ing that he has becoe a
liited partner in a liited partnership, is
not, by reason of his e5ercise of the rights of
a liited partner, a general partner with the
person or in the partnership carrying on the
business, or bound by the obligations of
such person or partnership, pro!ided that on
ascertaining the ista7e he proptly
renounces his interest in the profits of the
business, or other copensation by way of
incoe.
Art. 18:3. A person ay be a general
partner and a liited partner in the sae
partnership at the sae tie, pro!ided that
this fact shall be stated in the certificate
pro!ided for in Article 1844.
A person who is a general, and also at the
sae tie a liited partner, shall ha!e all
the rights and powers and be sub6ect to all
the restrictions of a general partner# e5cept
that, in respect to his contribution, he shall
ha!e the rights against the other ebers
which he would ha!e had if he were not also
a general partner.
Art. 18:4. A liited partner also ay loan
oney to and transact other business with
the partnership, and, unless he is also a
general partner, recei!e on account of
resulting clais against the partnership,
with general creditors, a pro rata share of
the assets. No liited partner shall in
respect to any such clai2
%1& ,ecei!e or hold as collateral security
and partnership property, or
%2& ,ecei!e fro a general partner or
the partnership any payent, con!eyance,
or release fro liability if at the tie the
assets of the partnership are not sufficient
to discharge partnership liabilities to
persons not claiing as general or liited
partners.
'he recei!ing of collateral security, or
payent, con!eyance, or release in
!iolation of the foregoing pro!isions is a
fraud on the creditors of the partnership.
Art. 18::. Where there are se!eral liited
partners the ebers ay agree that one
or ore of the liited partners shall ha!e a
priority o!er other liited partners as to the
return of their contributions, as to their
copensation by way of incoe, or as to
any other atter. .f such an agreeent is
ade it shall be stated in the certificate, and
in the absence of such a stateent all the
liited partners shall stand upon e"ual
footing.
Art. 18:;. A liited partner ay recei!e
fro the partnership the share of the profits
or the copensation by way of incoe
stipulated for in the certificate# pro!ided that
after such payent is ade, whether fro
property of the partnership or that of a
general partner, the partnership assets are
in e5cess of all liabilities of the partnership
e5cept liabilities to liited partners on
account of their contributions and to general
partners.
Art. 18:7. A liited partner shall not recei!e
fro a general partner or out of partnership
property any part of his contributions until2
%1& All liabilities of the partnership,
e5cept liabilities to general partners and to
liited partners on account of their
contributions, ha!e been paid or there
reains property of the partnership
sufficient to pay the#
%2& 'he consent of all ebers is had,
unless the return of the contribution ay be
rightfully deanded under the pro!isions of
the second paragraph# and
%3& 'he certificate is cancelled or so
aended as to set forth the withdrawal or
reduction.
1ub6ect to the pro!isions of the first
paragraph, a liited partner ay rightfully
deand the return of his contribution2
%1& 9n the dissolution of a partnership#
or
%2& When the date specified in the
certificate for its return has arri!ed, or
%3& After he has si5 onths= notice in
writing to all other ebers, if no tie is
specified in the certificate, either for the
return of the contribution or for the
dissolution of the partnership.
.n the absence of any stateent in the
certificate to the contrary or the consent of
all ebers, a liited partner, irrespecti!e
of the nature of his contribution, has only
the right to deand and recei!e cash in
return for his contribution.
A liited partner ay ha!e the partnership
dissol!ed and its affairs wound up when2
%1& )e rightfully but unsuccessfully
deands the return of his contribution, or
%2& 'he other liabilities of the partnership
ha!e not been paid, or the partnership
property is insufficient for their payent as
re"uired by the first paragraph, No. 1, and
the liited partner would otherwise be
entitled to the return of his contribution.
Art. 18:8. A liited partner is liable to the
partnership2
%1& 8or the difference between his
contribution as actually ade and that
stated in the certificate as ha!ing been
ade# and
%2& 8or any unpaid contribution which he
agreed in the certificate to a7e in the
future at the tie and on the conditions
stated in the certificate.
A liited partner holds as trustee for the
partnership2
%1& 1pecific property stated in the
certificate as contributed by hi, but which
was not contributed or which has been
wrongfully returned, and
%2& /oney or other property wrongfully
paid or con!eyed to hi on account of his
contribution.
'he liabilities of a liited partner as set forth
in this article can be wai!ed or
coproised only by the consent of all
ebers# but a wai!er or coproise shall
not affect the right of a creditor of a
partnership who e5tended credit or whose
clai arose after the filing and before a
cancellation or aendent of the certificate,
to enforce such liabilities.
When a contributor has rightfully recei!ed
the return in whole or in part of the capital of
his contribution, he is ne!ertheless liable to
the partnership for any su, not in e5cess
of such return with interest, necessary to
discharge its liabilities to all creditors who
e5tended credit or whose clais arose
before such return.
Art. 18:<. A liited partner=s interest is
assignable.
A substituted liited partner is a person
aditted to all the rights of a liited partner
who has died or has assigned his interest in
a partnership.
An assignee, who does not becoe a
substituted liited partner, has no right to
re"uire any inforation or account of the
partnership transactions or to inspect the
partnership boo7s# he is only entitled to
recei!e the share of the profits or other
copensation by way of incoe, or the
return of his contribution, to which his
assignor would otherwise be entitled.
An assignee shall ha!e the right to becoe
a substituted liited partner if all the
ebers consent thereto or if the assignor,
being thereunto epowered by the
certificate, gi!es the assignee that right.
An assignee becoes a substituted liited
partner when the certificate is appropriately
aended in accordance with Article 18;:.
'he substituted liited partner has all the
rights and powers, and is sub6ect to all the
restrictions and liabilities of his assignor,
e5cept those liabilities of which he was
ignorant at the tie he becae a liited
partner and which could not be ascertained
fro the certificate.
'he substitution of the assignee as a liited
partner does not release the assignor fro
liability to the partnership under Articles
1847 and 1848.
Art. 18;$. 'he retireent, death,
insol!ency, insanity or ci!il interdiction of a
general partner dissol!es the partnership,
unless the business is continued by the
reaining general partners2
%1& >nder a right so to do stated in the
certificate, or
%2& With the consent of all ebers.
Art. 18;1. 9n the death of a liited partner
his e5ecutor or adinistrator shall ha!e all
the rights of a liited partner for the
purpose of setting his estate, and such
power as the deceased had to constitute his
assignee a substituted liited partner.
'he estate of a deceased liited partner
shall be liable for all his liabilities as a
liited partner.
Art. 18;2. 9n due application to a court of
copetent 6urisdiction by any creditor of a
liited partner, the court ay charge the
interest of the indebted liited partner with
payent of the unsatisfied aount of such
clai, and ay appoint a recei!er, and
a7e all other orders, directions and
in"uiries which the circustances of the
case ay re"uire.
'he interest ay be redeeed with the
separate property of any general partner,
but ay not be redeeed with partnership
property.
'he reedies conferred by the first
paragraph shall not be deeed e5clusi!e of
others which ay e5ist.
Nothing in this (hapter shall be held to
depri!e a liited partner of his statutory
e5eption.
Art. 18;3. .n setting accounts after
dissolution the liabilities of the partnership
shall be entitled to payent in the following
order2
%1& 'hose to creditors, in the order of
priority as pro!ided by law, e5cept those to
liited partners on account of their
contributions, and to general partners#
%2& 'hose to liited partners in respect
to their share of the profits and other
copensation by way of incoe on their
contributions#
%3& 'hose to liited partners in respect
to the capital of their contributions#
%4& 'hose to general partners other than
for capital and profits#
%:& 'hose to general partners in respect
to profits#
%;& 'hose to general partners in respect
to capital.
1ub6ect to any stateent in the certificate or
to subse"uent agreeent, liited partners
share in the partnership assets in respect to
their clais for capital, and in respect to
their clais for profits or for copensation
by way of incoe on their contribution
respecti!ely, in proportion to the respecti!e
aounts of such clais.
Art. 18;4. 'he certificate shall be cancelled
when the partnership is dissol!ed or all
liited partners cease to be such.
A certificate shall be aended when2
%1& 'here is a change in the nae of the
partnership or in the aount or character of
the contribution of any liited partner#
%2& A person is substituted as a liited
partner#
%3& An additional liited partner is
aditted#
%4& A person is aditted as a general
partner#
%:& A general partner retires, dies,
becoes insol!ent or insane, or is
sentenced to ci!il interdiction and the
business is continued under Article 18;$#
%;& 'here is a change in the character of
the business of the partnership#
%7& 'here is a false or erroneous
stateent in the certificate#
%8& 'here is a change in the tie as
stated in the certificate for the dissolution of
the partnership or for the return of a
contribution#
%<& A tie is fi5ed for the dissolution of
the partnership, or the return of a
contribution, no tie ha!ing been specified
in the certificate, or
%1$& 'he ebers desire to a7e a
change in any other stateent in the
certificate in order that it shall accurately
represent the agreeent aong the.
Art. 18;:. 'he writing to aend a certificate
shall2
%1& (onfor to the re"uireents of
Article 1844 as far as necessary to set forth
clearly the change in the certificate which it
is desired to a7e# and
%2& ?e signed and sworn to by all
ebers, and an aendent substituting a
liited partner or adding a liited or general
partner shall be signed also by the eber
to be substituted or added, and when a
liited partner is to be substituted, the
aendent shall also be signed by the
assigning liited partner.
'he writing to cancel a certificate shall be
signed by all ebers.
A person desiring the cancellation or
aendent of a certificate, if any person
designated in the first and second
paragraphs as a person who ust e5ecute
the writing refuses to do so, ay petition the
court to order a cancellation or aendent
thereof.
.f the court finds that the petitioner has a
right to ha!e the writing e5ecuted by a
person who refuses to do so, it shall order
the 9ffice of the 1ecurities and +5change
(oission where the certificate is
recorded, to record the cancellation or
aendent of the certificate# and when the
certificate is to be aended, the court shall
also cause to be filed for record in said
office a certified copy of its decree setting
forth the aendent.
A certificate is aended or cancelled when
there is filed for record in the 9ffice of the
1ecurities and +5change (oission,
where the certificate is recorded2
%1& A writing in accordance with the
pro!isions of the first or second paragraph,
or
%2& A certified copy of the order of the
court in accordance with the pro!isions of
the fourth paragraph#
%3& After the certificate is duly aended
in accordance with this article, the aended
certified shall thereafter be for all purposes
the certificate pro!ided for in this (hapter.
Art. 18;;. A contributor, unless he is a
general partner, is not a proper party to
proceedings by or against a partnership,
e5cept where the ob6ect is to enforce a
liited partner=s right against or liability to
the partnership.
Art. 18;7. A liited partnership fored
under the law prior to the effecti!ity of this
(ode, ay becoe a liited partnership
under this (hapter by coplying with the
pro!isions of Article 1844, pro!ided the
certificate sets forth2
%1& 'he aount of the original
contribution of each liited partner, and the
tie when the contribution was ade# and
%2& 'hat the property of the partnership
e5ceeds the aount sufficient to discharge
its liabilities to persons not claiing as
general or liited partners by an aount
greater than the su of the contributions of
its liited partners.
A liited partnership fored under the law
prior to the effecti!ity of this (ode, until or
unless it becoes a liited partnership
under this (hapter, shall continue to be
go!erned by the pro!isions of the old law.