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Management Rules for Partnerships

1. The managing partner appointed in the articles of partnership can execute all administrative acts despite opposition from other partners, unless acting in bad faith. Their appointment can be revoked with just cause by a majority vote of partners or without cause with unanimous consent. 2. A manager appointed after formation can also execute administrative acts but may be removed by majority vote if opposed. They may be removed with or without cause by majority vote. 3. When multiple managers are appointed, their duties may be specified or unspecified. With unspecified duties, each can execute all acts administratively but majority rules in opposition. Ties go to partners with controlling interest. If consent of all is required, unanimous concurrence of acts is needed.

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228 views2 pages

Management Rules for Partnerships

1. The managing partner appointed in the articles of partnership can execute all administrative acts despite opposition from other partners, unless acting in bad faith. Their appointment can be revoked with just cause by a majority vote of partners or without cause with unanimous consent. 2. A manager appointed after formation can also execute administrative acts but may be removed by majority vote if opposed. They may be removed with or without cause by majority vote. 3. When multiple managers are appointed, their duties may be specified or unspecified. With unspecified duties, each can execute all acts administratively but majority rules in opposition. Ties go to partners with controlling interest. If consent of all is required, unanimous concurrence of acts is needed.

Uploaded by

Vanessa May Ga
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd

Rules on Management

1. Appointed manager in the articles of partnership


a. The managing partner may execute all acts of administration despite the
opposition of his partners unless he acts in bad faith. (Art. 1800)

b. Revocation of appointment of managing partner


1. With just or lawful cause – his appointment can be revoked
by the vote of the partners owning the controlling interest
(Art. 1800)
2. Without just or lawful cause – his appointment can be
revoked only with consent of all the partners including the
managing partner because such revocation would be a
novation of the terms thereof.

2. Appointed manager after the partnership has been constituted


a. He may execute all acts of administration but in case of opposition by
other partners, the partners owning the controlling interest may resort to
voting for his removal as manager. (Art. 1800)

b. He may be removed with or without just or lawful cause by the vote of the
partners owning the controlling interest (Art. 1800)

3. When two or more partners have been appointed as Management


a. When there is a specification of their respective duties, each
managing partner shall perform only the duties specified in his
appointment;

b. When there is no specification of their respective duties or there is


no stipulation that one shall act without the consent of the others, each
one may execute all acts of administration

i. In case of opposition of other managers, the decision of the majority


of the partners shall prevail. An in case of a tie, the decision of the
managing partner/s owning the controlling interest shall prevail

c. When there is stipulation that none of the managing partners shall act
without consent of the others, the acts validity requires concurrence of
all of them;
i. In case of absence of disability of one of the managing partners,
cannot be alleged, unless otherwise there is imminent danger of
grave or irreparable injury to the partnership
4. When the manner of management has not been agreed upon
a. All partners shall be considered agents of the partnership
b. Whatever any one of them may do alone shall bind the partnership
c. In case of opposition of the other partners, majority decision shall prevail,
further, in case of ties, partners with controlling interest shall prevail.

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