Art. 1851.

A limited partner shall have the same rights as a general partner to:
1.) Have the partnership books kept at the principal place of business of the partnership, and at a
reasonable hour to inspect and copy any of them;
2.) Have on demand true and full information of all things affecting the partnership, and a formal account
of partnership affairs whenever circumstances render it just and reasonable; and
3.) Have dissolution and winding up by decree of court.
A limited partner shall have the right to receive a share of the profits or other compensation by way of
income, and to the return of his contribution as provided in articles 1856 and 1857.
Rights, in general, of a limited partner
The limited partner is viewed as a partner only to a certain extent. His powers, actual or implied, are much
more limited than those of a general partner. As between the members of the firm, the limited partner, in order to
protect his interest in the firm, has the same right to compel the partners to account as a general partner has.
Wrongdoing or improper acts on the part of general partners may not give a limited partner greater rights than
the law and what his contract grants him.
Specific rights of a limited partner
1.) To require that the partnership books be kept at the principal place of business of the partnership;
2.) To inspect and copy at a reasonable hour partnership books or any of them;
3.) To demand true and full information of all things affecting the partnership;
4.) To demand a formal account of partnership affairs whenever circumstances render it just and reasonable;
5.) To ask for dissolution and winding up by decree of court;
6.) To receive a share of the profits or other compensation by way of income; and
7.) To receive the return of his contribution provided the partnership assets are in excess of all its liabilities.
Art. 1852. Without prejudice to the provisions of article 1848, a person who has contributed to the capital of
the business conducted by a person or partnership erroneously believing that he has become a limited partner
in a limited partnership, is not, by reason of his exercise of the rights of a limited partner, a general partner
with the person or in the partnership carrying on the business, or bound by the obligations of such person or
partnership; provided that on ascertaining the mistake he promptly renounces his interest in the profits of the
business or other compensation by way of income.
Status of partner where there is failure to create limited partnership
A limited partnership is formed when there is substantial compliance in good faith with the requirements of
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the law. If not complied with, the limited partner will have the liability of a general partner as to 3 persons. Article
1852 provides for an exemption.
Status of person erroneously believing himself to be a limited partner
Conditions for exemption from liability as general partner:
1.) On ascertaining the mistake, he promptly renounces his interest in the profits of the business or other
compensation by way of income;
2.) His surname does not appear in the partnership name; and
3.) He does not participate in the management of the business.
Necessity of renouncing his interest The person must promptly renounce his interest before the partnership has
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become liable to 3 persons who cannot be blamed for considering him a general partner. Where no partnership
creditors are prejudiced, it would seem that renunciation of his interest is not necessary.
Obligation to pay back profits and compensation already received There are two opinions as to whether the limited
partner should also return profits and compensation already received. Some say yes, some say no. Both views have
merit.

Status of heirs of a deceased general partner admitted as partners

An heir of a deceased general partner admitted as a partner ordinarily becomes a limited partner. He may,
however, choose to become a general partner if he so wishes. The right of an heir of a deceased partner to be admitted
as a partner, when provided in the articles of partnership, can be waived by the heir. He cannot be compelled to
become a partner. It is his choice.
Art. 1853. A person may be a general partner and a limited partner in the same partnership at the same time,
provided that this fact shall be stated in the certificate provided for in Art. 1844.
A person who is a general, and also at the same time a limited partner, shall have all the rights and powers
and be subject to all the restrictions of a general partner; except that, in respect to his contribution, he shall
have the rights against the other members which he would have had if he were not also a general partner.
One person, both a general partner and a limited partner
A person may be a general and a limited partner at the same time in the same partnership provided that this
fact is stated in the certificate signed, sworn to, and recorded in the Office of the Securities and Exchange
Commission.
Generally. His rights and powers are those of a general partner. Hence, he is liable with his separate property
to 3 persons. However, with respect to his contribution as a limited partner, he would have the right of a limited
partner insofar as the other partners are concerned. This means that while he is not relieved from personal liability to
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3 persons for partnership debts, he is entitled to recover from the general partners the amount he has paid to such 3
persons; and in settling accounts after dissolution, he shall have priority over general partners in the return of their
respective contributions
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