Short answer. Yes. That arrangement is one of the situations the Civil Code lists. Where all the partners or their representatives assign their rights in partnership property to third persons who promise to pay the debts and continue the business, the old creditors are also creditors of the continuing business.

What the law says

(4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership

Civil Code, Article 1840 — Creditors When the Business Continues. Read the full provision →

A listed situation, not an argument you have to construct

The article opens by stating that in the cases it lists, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. The fourth of those cases describes a sale to outsiders: all the partners, or their representatives, assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership.

The two features that make it fit

Both elements in that paragraph matter. The buyers must have promised to pay the debts, and they must be continuing the business of the dissolved partnership. A purchase of assets by someone who assumes nothing and starts something else is a different transaction. Where those two features are present, the creditors' position follows automatically from the article; they do not have to prove the arrangement was designed to escape them.

The limit on what the creditors can reach

The article then narrows the exposure of a newcomer. The liability of a third person becoming a partner in the partnership continuing the business, to the creditors of the dissolved partnership, shall be satisfied out of the partnership property only, unless there is a stipulation to the contrary. So the creditors follow the business, but the incoming partner's separate property is not automatically drawn in. The exception is a stipulation, which means the documents deserve close reading.

Priority over the retiring partner's own creditors

The article also ranks competing claims. Where the business is continued under any of the listed conditions, the creditors of the dissolved partnership have a prior right, as against the separate creditors of the retiring or deceased partner, to any claim of that partner or their representative against the continuing business on account of their interest. And nothing in the article limits a creditor's right to set aside an assignment on the ground of fraud.

What this does not settle

Being a creditor of the continuing business is not the same as being paid. The article fixes who you may look to; it says nothing about the order in which claims are met or what the continuing business is actually worth. Nor does it dissolve the buyers' promise to pay the debts — that undertaking stands on its own and may be enforced according to its terms. If the assignment was made to put assets beyond reach, the article preserves the separate right of creditors to set aside an assignment on the ground of fraud.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.