Short answer. Both, but they are different things. Article 1810 lists a partner's property rights as three: his rights in specific partnership property, his interest in the partnership, and his right to participate in management. And Article 1812 defines that interest narrowly — a partner's interest is his share of the profits and surplus, not the firm's specific assets themselves.
What the law says
His rights in specific partnership property
Civil Code, Article 1810 — Property Rights of a Partner. Read the full provision →
What the law says
is his share of the profits and surplus.
Civil Code, Article 1812 — A Partner's Interest. Read the full provision →
Three property rights, not one
Article 1810 breaks a partner's stake into three distinct property rights. The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right to participate in the management. These are not the same thing dressed three ways; they behave differently and can be dealt with, or reached by creditors, on different terms. Confusing them is the source of most misunderstandings about what a partner 'owns'.
Your 'interest' is profits and surplus
The second of those rights — the interest in the partnership — is the one people usually mean by 'my share', and Article 1812 defines it exactly. A partner's interest in the partnership is his share of the profits and surplus. That is a financial right, and a limited one: the profits the firm earns while it runs, and the surplus — what is left of the assets after the partnership's debts are paid on winding up. It is your slice of the value, expressed in money. Crucially, it is not ownership of any particular asset of the firm. You own a share of the net result, not the desks, the land or the stock as such.
Rights in specific property, and management
The other two rights fill out the picture. A partner does have rights in specific partnership property — but these are rights held jointly with the other partners, to use the firm's things for partnership purposes, not a personal ownership he can carve out or sell on his own. And he has the right to participate in management, a say in how the business is run, which is distinct again from any financial return. You can assign your interest — your share of profits and surplus — to someone else, but doing so does not hand your buyer the firm's assets. Those stay with the partnership.
Why the distinction matters to you
For a partner, the point to hold onto is that your interest and the firm's assets are not the same thing. When you value your stake, you are valuing a share of profits and surplus, not a fraction of every item the partnership owns. When you sell or pledge that stake, that is what changes hands — not the assets, and not automatically your management role. And when a personal creditor comes after you, it is this interest, not the firm's specific property, that he can reach. Keeping the three rights separate in your mind is what keeps you from over- or under-stating what being a partner actually gives you.
Related provisions
- Civil Code, Article 1810 — Property Rights of a Partner
- Civil Code, Article 1812 — A Partner's Interest