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

Article 1854

Chapter 4: Limited Partnership

Unamended since 1950

Current text, as of October 24, 2026

A limited partner also may loan money to and transact other business with the partnership, and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall in respect to any such claim:

(1) Receive or hold as collateral security any partnership property, or

(2) Receive from a general partner or the partnership any payment, conveyance, or release from liability if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.

The receiving of collateral security, or payment, conveyance, or release in violation of the foregoing provisions is a fraud on the creditors of the partnership.

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 Book I provisions on marriage, family relations and parental authority were repealed by the Family Code (Executive Order No. 209, 1987) and are shown for reference only.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.