Ms. Claudine B. Esguerra
Ms. Claudine B. Esguerra
Ms. Claudine B. Esguerra
ESGUERRA
DISSOLUTION
Article 1828. The dissolution of a partnership is the change in the
of the business.
The dissolution of the partnership did not mean that the juridical
entity was immediately terminated and that the distribution of
the assets to its partners should perfunctorily follow. On the
contrary, the dissolution simply effected a change in the
relationship among the partners. The partnership, although
dissolved, continues to exist until its termination, at which time
the winding up of its affairs should have been completed and the
net partnership assets are partitioned and distributed to the
partners.
THREE FINAL STAGES OF A PARTNERSHIP
since the partners still had to sell the goods on hand and collect the
receivables from debtors. In short, the partners will still undergo the
RETIREMENT
with him;
loss;
ARTICLE 1831. ON APPLICATION BY OR FOR A PARTNER THE
COURT SHALL DECREE A DISSOLUTION WHENEVER:
(6) Other circumstances render a dissolution equitable. On the
1813 or 1814:
undertaking;
the interest was assigned or when the charging order was issued.
Article 1832. Except so far as may be necessary to wind up
partnership affairs or to complete transactions begun but
not then finished, dissolution terminates all authority of any
partner to act for the partnership:
(1) With respect to the partners,
(a) When the dissolution is not by the act, insolvency or
death of a partner; or
(b) When the dissolution is by such act, insolvency or
death of a partner, in cases where article 1833 so requires;
(2) With respect to persons not partners, as declared in
article 1834.
Article 1833. Where the dissolution is caused by the act,
death or insolvency of a partner, each partner is liable to his
co-partners for his share of any liability created by any
partner acting for the partnership as if the partnership had
not been dissolved unless:
(1) The dissolution being by act of any partner, the partner
acting for the partnership had knowledge of the
dissolution; or
(2) The dissolution being by the death or insolvency of a
partner, the partner acting for the partnership had
knowledge or notice of the death or insolvency.
I. PARTNERSHIP IS LIABLE
1. Act appropriate for winding up partnership affairs;
3. Any transaction which would bind the partnership if dissolution had not taken place
a. Had extended credit to the partnership prior to dissolution and had no knowledge or
b. Though he had not so extended credit, had nevertheless known of the partnership prior
to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had
not been advertised in a newspaper of general circulation in the place at which the
good faith.
1835. GENERAL RULE: THE DISSOLUTION OF THE
PARTNERSHIP DOES NOT OF ITSELF DISCHARGE THE
EXISTING LIABILITY OF ANY PARTNER.
Partner's liability is discharged. In order for the liability of a partner to be discharged, the
1. The partner
3. The creditors
Property of a deceased partner - shall be liable for all obligations of the partnership
incurred while he was a partner, but subject to the prior payment of his separate debts.
Article 1836. Unless otherwise agreed, the partners who have
not wrongfully dissolved the partnership or the legal
representative of the last surviving partner, not insolvent, has
the right to wind up the partnership affairs, provided,
however, that any partner, his legal representative or his
assignee, upon cause shown, may obtain winding up by the
court.
KINDS OF WINDING-UP OR LIQUIDATION