CHAPTER III
LIMITED PARTNERSHIPS
Section 1077. A limited partnership is that kind of partnership in which there are:
| (1) |
One or more partners whose liability is limited to such amount as they may respectively undertake to contribute to the partnership.
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| (2) | One or more partners who are jointly and unlimitedly liable for all the obligations of the partnership. |
Section 1078. A limited partnership must be registered.
The entry in the register must contain the following particulars:
| (1) | The firm name of the partnership |
| (2) | A statement that the partnership is a limited partnership, and the object of such partnership. |
| (3) | The address of the principal business office and of all branch offices. |
| (4) |
The full names, trade names, addresses and occupations of the partners with limited liability, and the amount of their respective contributions of the partnership.
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| (5) | The full names, trade names, addresses and occupations of the partners with unlimited liability. |
| (6) | The names of the managing partners. |
| (7) | The restrictions, if any, imposed upon the posers of the managing partners to bind the partnership. |
The entry may contain any other particulars which the parties may deem expedient to made known to the public.
The entry must be signed by every member of the partnership, and must also be sealed with the common seal of the partnership.
A certificate of registration shall be delivered to the partnership.
Section 1078/1. A managing partner who wishes to resign from his post shall tender his resignation letter to any managing partner. The resignation shall take effect from the date the resignation letter reaches the said partner.
In the case where the limited partnership has only one managing partner, who wishes to resign from his post shall notify any other partner of his intention in writing, together with the letter of resignation, so that a meeting could be held with a view to appointing a new managing partner. The resignation shall take effect from the date the resignation letter reaches the said partner.
The managing partner who has resigned under paragraph one or paragraph two hereof may notify the Registrar of his resignation.
Section 1078/2. When there is a change of the managing partner, the limited partnership shall effect the registration thereof within fourteen days from the date of such a change.
Section 1079. Until registration a limited partnership is deemed an ordinary partnership in which all the partners are jointly and unlimitedly liable for all the obligations of the partnership.
Section 1080. The provisions concerning Ordinary Partnerships apply to Limited Partnerships in so far as they are not excluded or modified by the provisions of this Chapter III.
If there are several partnerships with unlimited liability, the rules of the ordinary partnership apply to their relations to one another and to the partnership.
Section 1081. The firm name shall not contain any of the names of the partners with limited liability.
Section 1082. A partner with limited liability who expressly or impliedly consents to the use of his name in the firm name is liable to third persons in the same manner as if he was a partner with unlimited liability.
As between the partners themselves, the liability of such partner remains governed by the contact of partnership.
Section 1083. The contributors of the partners with limited liability must be in money or other properties.
Section 1084. No dividend or interest may be distributed to partners with limited liability except out of the profits made by the partnerships.
If the capital of the partnership has been reduced by losses, no dividend or interest may be distributed to partners with limited liability until the said losses have been made good.
Provided that a partner with limited liability cannot be obliged to return the dividend or interest which he has received in good faith.
Section 1085. If a partner with limited liability has, by letter, circular or otherwise, informed third persons that his contribution is greater than the registered amount, he becomes liable for such greater amount.
Section 1086. Agreements entered into between the partners for altering the nature or reducing the amount of the contribution of a partner with limited liability have no effect as regards to third persons until registered.
When registered, they have effect only as to obligations incurred by the partnership after their registration.
Section 1087. A limited partnership must be managed only by the partners with unlimited liability.
Section 1088. If a partner with limited liability interferes with the management of the partnership, he becomes jointly and unlimited liable for all the obligations of the partnership.
Options and advice, votes given for the appointment or dismissal of managers in cases provided by the contract of partnership, are not considered as interference with the management of the partnership.
Section 1089. A partner with limited liability may be appointed a liquidator of the partnership.
Section 1090. Partners with limited liability may carry on any business, either on their own account or on the account of third persons, even if such business is of the same nature as that of the partnership.
Section 1091. Partners with limited liability may transfer their shares without the consent of the other partners.
Section 1092. Unless otherwise provided by the contract, a limited partnership is not dissolved by the death of one of the partners with limited liability or by his becoming bankrupt or incapacitated.
Section 1093. If a partner with limited liability dies, his heirs become partners in place, unless otherwise provided by the contract.
Section 1094. If a partner with limited liability becomes bankrupt, his share in the partnership must be sold as an asset of the bankruptcy.
Section 1095. The creditors of a limited partnership have no action against the partners with limited liability as long as the partnership is not dissolved.
After the dissolution of the partnership, the can enter actions against every partner with limited liability up to the following amounts:
| (1) | The part of contributions of such partner which has not been delivered to the partnership. |
| (2) | Such part of the contribution as the partner may have withdraw from the asset of the partnership. |
| (3) |
Dividends and interest with the partner may have received in bad faith and contrary to the provisions of Section 1084.
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