Text of the provision
Art. 1864. The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. A certificate shall be amended when:
(1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
(2) A person is substituted as a limited partner;
(3) An additional limited partner is admitted;
(4) A person is admitted as a general partner;
(5) A general partner retires, dies, becomes insolvent or insane, or is sentenced to civil interdiction and the business is continued under article 1860;
(6) There is a change in the character of the business of the partnership;
(7) There is a false or erroneous statement in the certificate;
(8) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;
(9) A time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or
(10) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement among them.
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
The certificate is cancelled on dissolution or when all limited partners cease to be such, and must be amended on the listed changes (change of name, contribution, substitution or admission of partners, a false statement, a change in term, etc.).
Related provisions
- Article 1862 — Creditor of a Limited Partner.
- Article 1866 — Contributor Not a Proper Party.
Cases interpreting this article
- Authorities on this article will be added here as each is verified against primary sources.