Short answer. The assignee is entitled only to receive, in accordance with the purchase contract, the profits the assigning partner would otherwise have been entitled to. He gets no management rights, no access to books, and no right to demand information — just the financial share.
What the law says
it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled
Civil Code, Article 1813 — Conveyance of a Partner's Interest. Read the full provision →
The conveyance does not dissolve the partnership
Your co-partner was free to sell or assign his interest in the partnership. That is his economic property. But Article 1813 of the Civil Code makes an important point that may reassure you: a conveyance of a partner's whole interest does not of itself dissolve the partnership. The business continues. You and any remaining partners are not forced to deal with this assignee as a partner simply because an interest changed hands. The consent of the remaining partners is not required for the conveyance, but the assignee's relationship to the partnership is strictly limited.
Profits only — nothing more during the partnership's life
During the continuance of the partnership, the assignee is entitled to receive, in accordance with the purchase contract, the profits to which the assigning partner would otherwise have been entitled. That is the entirety of the assignee's active entitlement. He has no right to interfere in management, no right to demand any information about the partnership's transactions, and no right to inspect the books. As a remaining partner, you are not obligated to treat him as a business colleague or open your records to him.
What changes upon dissolution
The assignee's position changes if the partnership is eventually dissolved. At that point, the assignee becomes entitled to receive his assignor's interest in the net assets and may require an accounting — but only from the date of the last account agreed to by all partners. This means the assignee does not get a full historical audit of the partnership's affairs; he is limited to the period from the last settled account forward. Dissolution does not arrive automatically just because an interest was assigned.
Fraud remains the one exception during the partnership's life
The one situation where an assignee may act while the partnership continues is if management has committed fraud. In that case, the law allows the assignee to avail himself of the usual remedies. Outside that narrow exception, the assignee's role while the partnership is ongoing is passive. If you are concerned about an assignee attempting to involve himself in operations, Article 1813 is clear that such involvement — absent agreement from the partners — is not something the law supports. The partnership's internal governance remains a matter for the partners.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Josefina P. Realubit vs. Prosencio D. Jaso and Eden G. Jaso, G.R. No. 178782, September 21, 2011 — read the decision on LawPhil →