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RA 386 (Civil Code of the Philippines) Article 1858

RA 386 (Civil Code of the Philippines) Article 1858

Article 1858

ART. 1858. A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate as having been made, and (2) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate. A limited partner holds as trustee for the partnership: (1) Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned, and (2) Money or other property wrongfully paid or conveyed to him on account of his contribution. The liabilities of a limited partner as set forth in this article can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities. When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.

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Other provisions in RA 386 (Civil Code of the Philippines)

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗ · Data as of July 4, 2026

CitationRA 386 (Civil Code of the Philippines) Article 1858 (LawPlayer, data as of July 4, 2026)

Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).

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