Text of the provision

Art. 1867. A limited partnership formed under the law prior to the effectivity of this Code, may become a limited partnership under this Chapter by complying with the provisions of article 1844, provided the certificate sets forth:

(1) The amount of the original contribution of each limited partner, and the time when the contribution was made; and

(2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners. A limited partnership formed under the law prior to the effectivity of this Code, until or unless it becomes a limited partnership under this Chapter, shall continue to be governed by the provisions of the old law.

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 renderings and the Official Gazette, all three of which agree word for word.

What this article means

The closing, transitional article of the Partnership title, immediately before Agency begins. A limited partnership formed before this Code took effect could convert into a limited partnership under this Chapter by complying with Article 1844's certificate requirements — stating each limited partner's original contribution and its date, and confirming the partnership's assets exceed its liabilities to outside creditors by more than the sum of the limited partners' contributions. A partnership that never made that election continued to be governed by the old law until or unless it did. The provision is now almost entirely of historical interest, since any partnership old enough to need it predates the Code by decades.

Related provisions

Cases interpreting this article

Note. The text of the provision above is reproduced in full from the official enactment (Republic Act No. 386), verified against the LawPhil and ChanRobles renderings. The annotation and commentary around it are the work of Vivas & Nobles Law Office and are general legal information, not legal advice. How a provision applies to a particular situation depends on facts that only a lawyer reviewing your case can assess.