2.

) Dissolution by the Partners limited partner must ask the other partners to have the partnership
dissolved.

ART. 1858. A limited partner liable to the partnership:

1.) For the difference between his contribution as actually made and that stated in the certificate,
and
2.) For any unpaid contribution which he agreed in the certificate to make in the future at the time
and on the condition stated in the certificate.

A limited partner holds as trustee for the partnership:

1.) Specific property stated in the certificate as contributed by him, but which had been wrongfully
returned, and
2.) Money of property wrongfully paid.

Liability of limited partner to partnership.

Limited partners liability except for known false statement, is to partnership, not to the creditor
partnership.

General partner cannot, however, waive any liability of limited partner to the prejudice of such
creditors.

Liability for unpaid contribution.

The limited partners is liable not only for difference between the amount of his actual transaction but
also for any unpaid contribution he agreed to make at a future time.

Example:

A and B limited partners in a partnership. In the certificate of partnership, it appears that A contributed
P10,000. Actually, he contributed only P8,000. In the certificate too, B promised to give an addition
contribution of P4,000 at a specified date. So, A should pay the difference of P2,000 and B, the amount
of P4,000 on the date specified or now, if the date has arrived.

Liability as trustee.

1) Specific property stated in the certificate as contributed by him but which he had not
contributed;
2) Specific property of the partnership which had been wrongfully returned to him;
3) Money wrongfully paid or conveyed to him on account of his contribution; and
4) Other property wrongfully paid or conveyed to him on account of his contribution.

Requisites for waiver or compromise of liabilities.

1) Waiver or compromise is made with the consent of all the partners; and
2) Waiver or compromise does not prejudice partnership creditor who extended credit or whose
claims arose before the cancellation o amendment of the certificate.
Example:

In the preceding example, supposed after the liabilities of A and B waived or compromised, with the
consent of all the partners, X extended credit to the partnership. Later on, the certificate was amended
to set forth the necessary change.

Here, the certificate was extended after the filing but before the amended of the certificate. If the
remaining assets are insufficient, X can still enforce the liabilities of A and B.