DE GUZMAN, ARIAN JOY T.

LIMITED PARTNERSHIP NOT CREATED BY MERE VOLUNTARY AGREEMENT

The creation of a limited partnership is a formal proceeding and is not a mere voluntary agreement a in
the case of a general partnership. Accordingly, the requirements of the statue must be followed so that
public notice may be given to all who desire to know the essential features of the partnership.

REQUIREMENTS FOR FORMATION OF LIMITED PARTNERSHIP

*A limited partnership cannot be constituted orally.

1. The certificate or articles of the limited partnership which states the matters enumerated in the
articles, must be signed and sworn to; and

2. Such certificate must be filled for record in the office of the Securities and Exchange Commission

PRESUMPTION OF GENERAL PARTNERSHIP

A partnership transacting business is, prima facie, a general partnership. Those who seek to avail
themselves of the protection accorded by law to limited partnerships must show due compliance with
statutory requirements

ART. 1845 The contribution of a limited partner may be cash or other property, but not services.

1. Medium- A limited partner or special partner is not allowed to contribute services. He can
contribute only money or property; otherwise, he shall be considered an industrial and general
partner, in which case, he shall not be exempted from personal liability.
a. A partner may be a general partner and a limited partner in the same partnership at the
same time provided for in Article 1844, but a limited partner may not be an industrial
partner without being a general partner in view of Article 1845 which requires that a limited
partner must be a capital contributor. (Example in the book)
b. The law is not satisfied by the limited partners contribution in promissory notes, checks or
bonds or by a contributio9n partly in cash or property and partly in notes or checks.
2. Time- the contribution of each limited partner must be paid before the formation of the limited
partnership. Although with respect to the additional contributions they may be paid after the
limited partnership has been formed.

ART. 1846. The surname of a limited partner shall not appear in the partnership name unless:

1. It is also the surname of a general partner, or

2. Prior to the time when the limited partner became such, the business had been carried on under
a name in which his surname appeared.
*A limited partner whose surname appears in a partnership name contrary to the provisions of the first
paragraph is liable as a general partner to partnership creditors who extend credit to the partnership
without actual knowledge that he is not a general partner.