Text of the provision
Art. 1865. The writing to amend a certificate shall:
(1) Conform to the requirements of article 1844 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
(2) Be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner. The writing to cancel a certificate shall be signed by all members. A person desiring the cancellation or amendment of a certificate, if any person designated in the first and second paragraphs as a person who must execute the writing refuses to do so, may petition the court to order a cancellation or amendment thereof. If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the Office of the Securities and Exchange Commission where the certificate is recorded, to record the cancellation or amendment of the certificate; and when the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment. A certificate is amended or cancelled when there is filed for record in the Office of the Securities and Exchange Commission, where the certificate is recorded:
(1) A writing in accordance with the provisions of the first or second paragraph, or
(2) A certified copy of the order of the court in accordance with the provisions of the fourth paragraph;
(3) After the certificate is duly amended in accordance with this article, the amended certified[sic] shall thereafter be for all purposes the certificate provided for in this Chapter.
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, which agree word for word. In the final paragraph both print “the amended certified shall thereafter be for all purposes the certificate”, evidently a printing error for “the amended certificate”; it is marked [sic] and reproduced as found rather than silently corrected. The Official Gazette prints “certificate” at that point.
What this article means
This article fixes the formalities for changing or ending a limited partnership's certificate. A writing that amends the certificate must set out the change as clearly as Article 1844 requires of the original, and must be signed and sworn to by all the members — with the signature of the incoming partner as well when a limited or general partner is being added or substituted, and of the assigning limited partner when a limited partner is being replaced. A writing that cancels the certificate must be signed by every member. If a person whose signature is required refuses to give it, whoever seeks the change may petition the court; on finding that the right exists, the court orders the Securities and Exchange Commission to record the cancellation or amendment and files a certified copy of its decree there. The change becomes operative only when the signed writing, or a certified copy of the court's order, is actually filed for record with the Commission — and from that point the amended certificate is the governing one for all purposes.
A note on the text: the last paragraph of the official text reads “the amended certified shall thereafter be for all purposes the certificate provided for in this Chapter”. “Certified” is an evident printing error for “certificate”, and it is carried identically by both the LawPhil and the ChanRobles renderings; the Official Gazette prints “certificate”. We reproduce the provision as found and mark the word [sic] rather than correct it silently.
Related provisions
- Article 1864 — Cancellation and Amendment of the Certificate.
- 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.