Libro I · Título I Capítulo IV. De la sociedad en comandita simple

A simple limited partnership is one composed of one or several general partners who are liable subsidiarily, unlimitedly and jointly and severally for the corporate obligations, and by one or several limited partners who have liability limited to the amount of their contribution.

The contributions may not be represented by instruments or shares.

The firm name is formed with the name of one of the general partners or with the surnames of two or more of them if there are several, with the mandatory addition of the words: y Compañía, Sociedad en Comandita, which may be abbreviated: y Cía. S. en C.

Any person who is not a general partner and who makes his name appear or allows his name to appear in the firm name shall be bound in favor of third parties in the same form as the general partners. The limited partners shall incur the same liability when the expression: Sociedad en Comandita, or its abbreviation, is omitted from the firm name.

The capital of the company must be contributed entirely upon incorporation, by one or more limited partners or by these and by general partners.

The general partners shall exclusively have the administration of the company and its legal representation, unless the articles of incorporation allow outsiders to have the administration.

In this case the appointment of administrators made by the general partners shall not take effect until the approval of the limited partners is obtained, by the vote representing one half plus one of the capital contributed by them.

The limited partners are prohibited from any act of administration of the company, even in the capacity of agents of the general partners or of the company. The limited partner who violates this prohibition shall be liable in the same form as the general partners in favor of third parties, for all the losses and obligations of the company, whether prior or subsequent to the contravention, except as provided in article 75 of this Code.

For the purposes of the preceding article, the following are not acts of administration by the limited partners:

1ºAttending the meetings of partners, with voice, but without vote.

2ºExamining, inspecting, supervising and auditing the accounting and the acts of the administrators.

3ºEntering into contracts on their own account or on account of another with the company, provided such contracts do not affect the free administration of the company.

4ºGiving authorizations, opinions and reports for determined corporate transactions.

5ºParticipating in the liquidation of the company.

If, for the cases of death or incapacity of the managing partner, the form of substituting him has not been determined in the articles of incorporation and the company is to continue, a limited partner may, in the absence of another general partner, perform on an interim basis the urgent acts or those of mere administration, during a term that may not exceed one month counted from the day on which the death or incapacity occurred.

In this case, the limited partner shall be liable only for the adequate execution of his management.

The limited partners are not obliged to return the profits they have collected in good faith, in accordance with the approved financial statements.

The provisions of articles 65, 66, 67, 81 and 83 of this Code are applicable to simple limited partnerships.

The provisions of articles 60 and 63 of this Code are applicable only to the general partners.