BAGUYO, Michael Ryan I.

IA313

10/4/16

ASSIGNMENT:

For the document that I have read, which is regarding the Distinct Personality

and Distinct Liability, I saw 7 things to read about. First is about Separate and Dis

tinct Personality. It says that the partnership has a juridical personality separate and

distinct from that of each of partners, and as a juridical person, a partnership ma

y acquire and possess property of all kinds, as well as incur obligations and bring

civil or criminal actions, in conformity with the laws and regulations of its organizat

ion.

Second is the Liabilities of Partners in Limited Partnerships, where to obtain t

he privilege of limited liability, one must conform to the statutory requirement regu

lating the formation of limited partnerships. In limited partnership, one or more sh

ould be general partne/rs and one or more also should be limited partner/s. Gener

al Partner is the one who is liable for partnership debts to the extent of his separ

ate property after all the assets of the partnership have been exhausted. A general

partner in a general partnership possesses all the rights and liabilities as mentioned
, but in limited partnership, without written consent, act by all the limited partners

to confess a judgment against the partnership purposes, possess partnership proper

ty or assign their rights in the same for other than partnership purposes, etc.

Simultaneous Status. Where a person can be a general partner and a limited

partner at the same time provided that this fact shall be stated in the certificate. H

e shall be entitled to exercise all the rights and be liable to all the obligations of

a general partner, except that with respect to his contribution, he shall have the ri

ghts against the other members which he would have had if he were not also a g

eneral partner. A Limited Partner is liable to the partnership for the balance of his

contribution or pledgedcontributions, properties held by him in trust for the partner

ship as stated as contribution but was not yet delivered, or property wrongfully pai

d or conveyed to him on account of his contribution. And also, the death of a lim

ited partner will not dissolve the partnership unlike general partner. An Industrial P

artner is the one who contributes his service or industry to the partnership. An ind

ustrial partner cannot engage in business for himself, unless the partnership express

ly permits him to do so. He does not contribute money or property but just indus

try. In times of loss, industrial partner will not share from it.