Civil Code · Book IV: Obligations and Contracts · Title IX: Partnership

Article 1850

Chapter 4: Limited Partnership

Unamended since 1950

Current text, as of October 24, 2026

A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. However, without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:

(1) Do any act in contravention of the certificate;

(2) Do any act which would make it impossible to carry on the ordinary business of the partnership;

(3) Confess a judgment against the partnership;

(4) Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;

(5) Admit a person as a general partner;

(6) Admit a person as a limited partner, unless the right so to do is given in the certificate;

(7) Continue the business with partnership property on the death, retirement, insanity, civil interdiction or insolvency of a general partner, unless the right so to do is given in the certificate.

Consolidated by Alleba from the text of Republic Act No. 386 (Lawphil and the Supreme Court E-Library). Book I provisions on marriage, family relations and parental authority were repealed by the Family Code (Executive Order No. 209, 1987) and are shown for reference only. For information and research only, and not legal advice. For certified copies, refer to the Official Gazette or the issuing agency.