2. Rights and Obligations

Specific Rights of Limited Partners

• Right to have partnership books kept at principal place of business
• Right to inspect/copy books at reasonable hour
• Right to have on demand true and full info of all things affecting partnership
• Right to have formal account of partnership affairs whenever circumstances render it just and reasonable
• Right to ask for dissolution and winding up by decree of court
• Right to receive share of profits/other compensation by way of income
• Right to receive return of contributions as provided in Arts. 1856 and 1857 (Art. 1851)¹

Other Rights and Obligations of Partners

Every partnership shall operate under a firm name. Persons who include their names in the partnership name even if they are not members shall be liable as partners. (Art. 1815)²

• Right to associate another person with him in his share without consent of other partners (sub-partnership) (Art. 1804)³
• Right to inspect and copy partnership books at any reasonable hour (Art. 1805)⁴
• Right to a formal account as to partnership affairs (even during existence of partnership): (Art. 1809)⁵
• If he is wrongfully excluded from partnership business or possession of its property by his copartners
• If the right exists under the terms of any agreement; as provided by Art. 1807⁶; or whenever other circumstances render it just and reasonable
• Duty to render on demand true and full information affecting partnership to any partner or legal representative of any deceased partner or of any partner under legal disability (Civil Code, Art. 1806)⁷
• Duty to account to the partnership as fiduciary (Art. 1807)