1) Any research work on limited partnerships whether in the Philippines or abroad.

2.  Research work on how limited partnerships are regulated in other countries.

 

Guidance

Limited partnership in Philippines

In Philippines, formation of a limited partnership is subjected to the Civil Code of the Philippines regulations.

Step-by-step explanation

Certainly, under the Civil Code of the Philippines, limited partnership should have two or more partners. Among the partners of the limited partnership, while the others have limited liability, one partner, a general partner, must have unlimited liability.

With limited liability partners in a limited partnership, under article 1858 of the Civil Code of the Philippines regulations, the partners are liable to the partnership debts up to their capital contribution. This means only their capital contribution can be used to pay the debts of their partnership but not their personal money.

On the other hand, based with the law, unlimited partner, the general partner, in a limited partnership, unlike the limited partners, can personally be held liable for the debts of the partnership.

Lastly, based with the law, when a limited partnership is formed that has capital contribution of more than three thousand pesos, the partners must ensure Securities and Exchange Commission (SEC) has registered it.

Limited partnerships in United Kingdom

In United Kingdom, limited partnerships are regulated by the Limited Partnerships Act 1907.

According to section 4 (2) of the Limited Partnerships Act 1907, a limited partnership must have at least one general partner who will have unlimited liability. The general partner will be liable for the partnership obligations and debts. Also, the partnership can have more than one general partner.

On the other hand, under section 4(2A) of the Limited Partnerships Act 1907, in a limited partnership, which is not a private fund limited partnership, all limited partners are liable for business debts not beyond what they contributed to the partnership.

In simple words, only the amount the partners contributed to the partnership can be used to settle its debts, but the personal assets of the limited partners cannot be used to settle the partnership debts.

Lastly, for a private fund limited partnerships, limited partners cannot be held liable for the partnership debts beyond the value of the partnership property. In other words, what the partnership owns as its assets is what should be used to settle its debts and not the personal assets of the limited partners.