Short answer. Yes to a name without a partner's name; but an outsider whose name appears takes on a partner's liability. Under Article 1815, every partnership operates under a firm name, which may or may not include a partner's name. But a non-member who lets his name into the firm name is subject to the liability of a partner.
What the law says
Those who, not being members of the partnership, include their names in the firm name, shall be subject to the liability of a partner.
Civil Code, Article 1815 — Firm Name. Read the full provision →
A firm name, with or without a partner's name
Article 1815 requires a partnership to have a name and leaves the partners largely free to choose it. Every partnership shall operate under a firm name, which may or may not include the name of one or more of the partners. So a firm can trade under the partners' surnames in the traditional way, or under a coined or descriptive name that names no partner at all. Both are permitted. The requirement is simply that the partnership operate under some firm name — a single identity under which it holds itself out, contracts and is known.
The trap: an outsider's name in the firm name
The second sentence carries a real risk for non-partners. Those who, not being members of the partnership, include their names in the firm name, shall be subject to the liability of a partner. So a person who is not a partner but permits his name to appear in the firm name takes on a partner's liability toward those who deal with the firm. The reason is protection of the public: outsiders reading the firm name may reasonably believe the named person is a partner and extend credit on the strength of it, so the law holds him to the appearance he allowed.
What the liability means
Being subject to the liability of a partner is significant. Partners are liable, with their personal property, for the obligations of the firm; so a non-partner caught by this rule can be pursued by the firm's creditors as though he were one of the partners, up to that same personal exposure. It is a liability toward third persons, based on the appearance created — it does not turn him into a real partner with rights inside the firm, only into someone answerable outside it.
Choosing and guarding the firm name
For the partners, the freedom here is genuine: pick a firm name that suits the business, whether or not it carries anyone's surname, and use it consistently in your dealings. For anyone who is not a partner, the warning is just as genuine: do not let your name be used in a firm's name unless you are prepared to be treated as a partner for its debts. If your name is appearing in a partnership's name and you are not a member, take steps to have it removed and to make your non-membership clear, because leaving it there is what exposes you.
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.
- David Yu Kimteng, et al. vs. Atty. Walter T. Young, et al, G.R. No. 210554, August 5, 2015 — read the decision on LawPhil →