Louisiana Civil Code

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TITLE XI - PARTNERSHIP

 

CHAPTER 1 - GENERAL PRINCIPLES

Art. 2801. A partnership is a juridical person, distinct from its partners, created by a contract between two or more persons to combine their efforts or resources in determined proportions and to collaborate at mutual risk for their common profit or commercial benefit.

Trustees and succession representatives, in their capacities as such, and unincorporated associations may be partners. [Acts 1980, No. 150, §1]

Art. 2802. The contract of partnership is governed by the provisions in the Title: Of Conventional Obligations, in all matters that are not otherwise provided for by this Title. [Acts 1980, No. 150, §1]

Art. 2803. 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. [Acts 1980, No. 150, §1]

Art. 2804. If a partnership agreement establishes the extent of participation by partners in only one category of either profits, commercial benefits, losses, or the distribution of assets other than capital contributions, partners participate to that extent in each category unless the agreement itself or the nature of the participation indicates the partners intended otherwise. [Acts 1980, No. 150, §1]

Art. 2805. A partnership may adopt a name with or without the inclusion of the names of any of the partners. If no name is adopted, the business must be conducted in the name of all the partners. [Acts 1980, No. 150, §1]

Art. 2806. A. An immovable acquired in the name of a partnership is owned by the partnership if, at the time of acquisition, the contract of partnership was in writing. If the contract of partnership was not in writing at the time of acquisition, the immovable is owned by the partners.

B. As to third parties, the individual partners shall be deemed to own immovable property acquired in the name of the partnership until the contract of partnership is filed for registry with the secretary of state as provided by law.

C. Whenever any immovable property is acquired by one or more persons acting in any capacity for and in the name of any partnership which has not been created by contract as required by law, and the partnership is subsequently created by contract in accordance with Title XI of Book III of the Civil Code, the partnership's existence shall be retroactive to the date of acquisition of an interest in such immovable property, but such retroactive effect shall be without prejudice to rights validly acquired by third persons in the interim between the date of acquisition and the date that the partnership was created by contract. [Acts 1980, No. 150, §1; Acts 2005, No. 136, §1, eff. June 22, 2005]

Art. 2807. Unless otherwise agreed, unanimity is required to amend the partnership agreement, to admit new partners, to terminate the partnership, or to permit a partner to withdraw without just cause if the partnership has been constituted for a term.

Decisions affecting the management or operation of a partnership must be made by a majority of the partners, but the parties may stipulate otherwise. [Acts 1980, No. 150, §1]

 

CHAPTER 2 - OBLIGATIONS AND RIGHTS OF PARTNERS TOWARD EACH OTHER AND TOWARD THE PARTNERSHIP

Art. 2808. Each partner owes the partnership all that he has agreed to contribute to it. [Acts 1980, No. 150, §1]

Art. 2809. A partner owes a fiduciary duty to the partnership and to his partners. He may not conduct any activity, for himself or on behalf of a third person, that is contrary to his fiduciary duty and is prejudicial to the partnership. If he does so, he must account to the partnership and to his partners for the resulting profits. [Acts 1980, No. 150, §1]

Art. 2810. The provisions of Articles 2808 and 2809 do not prejudice other rights granted by law to recover damages or to obtain injunctive relief in appropriate cases. [Acts 1980, No. 150, §1]

Art. 2811. A partner who acts in good faith for the partnership may be a creditor of the partnership for sums he disburses, obligations he incurs, and losses he sustains thereby. [Acts 1980, No. 150, §1]

Art. 2812. A partner may share his interest in the partnership with a third person without the consent of his partners, but he cannot make him a member of the partnership. He is responsible for damage to the partnership caused by the third person as though he caused it himself. [Acts 1980, No. 150, §1]

Art. 2813. A partner may inform himself of the business activities of the partnership and may consult its books and records, even if he has been excluded from management. A contrary agreement is null.

He may not exercise his right in a manner that unduly interferes with the operations of the partnership or prevents other partners from exercising their rights in this regard. [Acts 1980, No. 150, §1]