Text of the provision
Art. 1850. A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. However, without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:
(1) Do any act in contravention of the certificate;
(2) Do any act which would make it impossible to carry on the ordinary business of the partnership;
(3) Confess a judgment against the partnership;
(4) Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
(5) Admit a person as a general partner;
(6) Admit a person as a limited partner, unless the right so to do is given in the certificate;
(7) Continue the business with partnership property on the death, retirement, insanity, civil interdiction or insolvency of a general partner, unless the right so to do is given in the certificate.
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
A general partner has the rights and powers of a partner in an ordinary partnership, but without the written consent of all limited partners cannot do certain acts (contravene the certificate, make ordinary business impossible, confess judgment, misuse partnership property, admit new partners, or continue the business on a general partner's death) unless the certificate allows.
Related provisions
- Article 1849 — Admitting Additional Limited Partners.
- Article 1851 — Rights of a Limited Partner.
Cases interpreting this article
- Authorities on this article will be added here as each is verified against primary sources.