Text of the provision
Art. 1828. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
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Civil Code of the Philippines, Republic Act No. 386, approved June 18, 1949, effective August 30, 1950. Reproduced in full; verified verbatim against the LawPhil and ChanRobles official-text renderings.
What this article means
Dissolution is the change in the partners' relation when a partner ceases to be associated in carrying on the business — distinct from winding up.
It can be easy to assume a partnership simply ends the moment a partner leaves, but this article draws a sharper line: dissolution is only the change in the partners' relationship triggered by that event, not the end of the partnership's existence. The business does not stop being carried on that same day — dissolution starts a distinct process, winding up, during which the partnership's affairs are settled, its debts paid, and its remaining assets distributed before the entity is finally terminated. Until that process is complete, the partnership continues for the limited purpose of concluding what it started.
Questions about this provision
Related provisions
- Article 1827 — Preference of Partnership Creditors.
- Article 1829 — Partnership Continues Until Wound Up.
Cases interpreting this article
- Authorities on this article will be added here as each is verified against primary sources.