DIFFERENCE
BETWEEN
A
GENERAL
AND
A
LIMITED
PARTNER/PARTNERSHIP.
They are following:
• A general partner is personally liable for partnership obligation (Art. 1816.), while a
limited partner’s liability extends only to his capital contribution (Art. 1845, 1848,
1856.);
• When the manner of management has not been agreed upon, all of the general partners
have an equal right in the management of the business (Art. 1803,1810[3].), whether
or not the general partner has made any capital contribution, while a limited partner
has no share in the management of a limited partnership, his right being limited to those
enumerated in Article 1851, such that he takes part in the control of the business (Art.
1848.);
• A general may partner may contribute money, property or industry to the partnership
(Art. 1767.), while a limited partner must contribute cash or property to the partnership
but not services (Art. 1845.);
• Unlike a general partner, a limited partner is not a proper party to proceedings by or
against a partnership, unless he is also a general partner (Art. 1853.) or where the
objects of the proceeding is to enforce a limited partner’s right against, or liability to
the partnership (Art. 1866.);
• A general partner’s interest in the partnership (Art. 1812.) may not be assigned as to
make the assignee a new partner without the consent of the other partners (Art. 1813.)
although he may associate a third person with him in his share (Art. 1804.), while a
limited partners interest in freely assignable; with the assignee acquiring all the rights
of the limited partner subject to certain qualifications (Art. 1859.);
• The name of a general partner may appear in the first name (Art. 1815.), while, as a
general rule, that of a limited partner must not (Art. 1846.);
• A general partner is prohibited from engaging in a business which is of the kind of
business in which the partnership engaged, if he is a capitalist partner (Art. 1808.), or
in any business for himself if he is an industrial partner (Art. 1789.), while there is no
such prohibition in the case of limited partner who is considered as a mere contributor
to the partnership (see Art. 1846.);
• The retirement death, insolvency of a general partner dissolves the partnership (Art.
1860, 1830, 1831.), while the retirement, etc. of a limited partner does not have the
same effect, for his executor or administrator shall have the rights of a limited partner
for the purpose of selling his estate. (Art. 1861.)