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Business Entities

Business Entities – Partnership in commendam

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Business Entities – Partnership in commendam

C.C. art. 2837. Partnership in commendam; definition. A partnership in commendam consists of one or more general partners who have the powers, rights, and obligations of partners, and one or more partners in commendam, or limited partners, whose powers, rights, and obligations are defined in this Chapter.

Art. 2838. Name; designation as partnership in commendam. For the liability of a partner in commendam to be limited as to third parties, the partnership must have a name that appears in the contract of partnership; the name must include language that clearly identifies it as a partnership in commendam, such as language consisting of the words “limited partnership” or “partnership in commendam”; and the name must not imply that the partner in commendam is a general partner.

Art. 2841. Contract form; registry. A contract of partnership in commendam must be in writing and filed for registry with the secretary of state as provided by law. Until the contract is filed for registry, partners in commendam are liable to third parties in the same manner as general partners.

Art. 2843. Restrictions on the partner in commendam with regard to management or administration of the partnership. A partner in commendam does not have the authority of a general partner to bind the partnership, to participate in the management or administration of the partnership, or to conduct any business with third parties on behalf of the partnership.

Art. 2844. Liability of the partner in commendam to third parties. A. A partner in commendam is not liable for the obligations of the partnership unless such partner is also a general partner or, in addition to the exercise of such partner’s rights and powers as a partner, such partner participates in the control of the business. However, if the partner in commendam participates in the control of the business, such partner is liable only to persons who transact business with the partnership reasonably believing, based upon the partner in commendam’s conduct, that the partner in commendam is a general partner.

B. A partner in commend.am does not participate in the control of the business within the meaning of Paragraph A of this Article solely by doing one or more of the following:

(1) Being a contractor for or .an agent or employee of the partnership or of a general partner.

(2) Being an employee, officer, director, or shareholder of a general partner that is a corporation or a member or manager of a general partner that is a limited liability company.

(3) Consulting with and advising a general partner with respect to the business of the partnership.

(4) Acting as surety for the partnership or guaranteeing or assuming one or more specific obligations of the partnership.

(5) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the partnership.

(6) Requesting or attending a meeting of partners.

(7) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

(a) The continuation, dissolution, termination, or liquidation of the partnership.

(b) The alienation, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the partnership.

(c) The incurrence of indebtedness by the partnership other than in the ordinary course of its business.

(d) A change in the nature of the business.

(e) The admission, expulsion, or withdrawal of a general partner.

(f) The admission, expulsion, or withdrawal of a partner in commendam.

(g) A transaction involving an actual or potential conflict of interest between a general partner and the partnership or the partners in commendam.

(h) An amendment to the contract of partnership.

(i) Matters related to the business of the partnership not otherwise enumerated in this Paragraph, which the contract of partnership states in writing may be subject to the approval or disapproval of partners.

(8) Liquidating the partnership.

(9) Exercising any right or power permitted to partners in commendam under this Chapter and not specifically enumerated in this Paragraph.

C. The enumeration in Paragraph B does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by such partner in the business of the partnership.

Business Entities – Ordinary partnership

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Business Entities – Ordinary partnership

C.C. art. 2803. Participation of partners. Each partner participates equally in profits, commercial benefits, and losses of the partnership, unless the partners have agreed otherwise. The same rule applies to the distribution of assets, but in the absence of contrary agreement, contributions to capital are restored to each partner according to the contribution made.

Art. 2817. Partnership debts; liability. A partnership as principal obligor is primarily liable for its debts. A partner is bound for his virile share of the debts of the partnership but may plead discussion of the assets of the partnership.

Business Entities – Registration of assumed business name

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Business Entities – Registration of assumed business name

R.S. 51:281. Registration; condition precedent to licensing. No person shall transact any business under an assumed name or under any designation, name or style, corporate or otherwise, other than the real name of the individual conducting the business, unless such person files in the office of the register of conveyances in the city of New Orleans, or the clerk of court, as the case may be, of the parish or parishes in which the person conducts or intends to conduct the business, a certificate setting forth the name under which the business is to be conducted and the real full name of the person owning, conducting or transacting the business, with the post office address of such person. This certificate shall be executed and duly acknowledged before a notary public by the person conducting or intending to conduct the business. No sheriff and ex-officio tax collector or other person designated by law to collect and receipt for licenses shall issue any receipt to any person referred to in this Sub-part, without having had presented to such collector a certificate from the register of conveyances in the city of New Orleans, or the clerk of court showing that such person has complied with the provisions of this Sub-part.

R.S. 51:281.1. Assumed names; English; prohibitions. A name assumed to transact business, as provided in this Sub part, may be in any language; however, the name shall be expressed in English letters or characters for filing purposes. The assumed name shall not imply that the business is an administrative agency of any parish, of this state, or of the United States. No assumed name shall contain any words which deceptively or falsely suggest that the business is a corporate entity or shall contain any words required by law to be included in a corporate name.