GENERAL LIMITED

Extent of Liability

Personally liable for partnership obligations Liability extends onlyto his capital contributions

Right in Management

When manner of management is not agreed upon, all general partners have an equal right in the management of the business

No participation in management

Contribution

Contribute cash, property or industry Contribute cash or property only, not industry

If Proper Party toProceedings By or Against Partnership

Proper party to proceedings by/against partnership Not proper party to proceedings by/against partnership, unless:

1. He is also a general partner; or

2. Where the object of the proceeding is to enforce a limited partner’s right or liability to the partnership

Assignment of Interest

Interest is not assignable without consent of other partners Interest is freely assignable

Firm Name

Name may appear in firm name GR:Name must notappear in firm name

XPNs:

1. It is also the surname of a general partner;

2. Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.

Prohibition to Engage in Other Business

Prohibited in engaging in business No prohibitionagainst engaging in business

Effect of Death, Insolvency, Retirement, Insanity

Retirement, death, insolvency, insanity of general partner dissolves partnership

Does not have same effect; rights are transferred to legal representative

General partnership vs Limited partnership

Creation

As a rule, it maybe constituted in any form, bycontract or conduct of the partnership

Created by the members after substantial compliance in good faith of the requirements set forth by law

Composition / Membership

Composed only of general partners Composed of one or more general partners and one or more limited partners