Ayography

Archive for September, 2009

The essence of a limited partnership is precisely the presence of one or more limited partners who by the articles of co-partnership are not liable to firm creditors beyond their capital contribution; who are not authorized to take part in the firm management nor to have their names included in the firm name. An association cannot be a limited partnership if it has no limited partners (Collector of Internal Revenue v. Isasi, 101 Phil. 247). The general partner takes charge of the management responsibility of the partnership. The limited partner contributes cash or property (but not services) and owns an interest in the firm. He does not undertake any management responsibilities and is not personally liable for partnership debts beyond the amount of his investment. The partners must sign a certificate of limited partnership which requires information similar to that found in a corporate charter. The certificate must be filed with the SEC.