TITLE XI--PARTNERSHIP
CHAPTER 1--GENERAL PRINCIPLES
Art. 2801. Partnership; definition.
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. Applicability of rules of conventional obligations.
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. 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.
Acts 1980, No. 150, §1.
Art. 2804. Participation in one category only.
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. Name of the partnership.
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. Ownership of immovable property; retroactivity of partnership's existence; acquisition of immovable property prior to partnership's existence
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 persons, 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 that has not been created by contract as required by law, and the partnership is subsequently created by contract in accordance with this Title, the partnership's existence shall be retroactive to the date of acquisition of an interest in the immovable property, but the 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; Acts 2025, No. 488, §1.
Art. 2807. Decisions affecting the partnership.
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. Obligation of a partner to contribute.
Each partner owes the partnership all that he has agreed to contribute to it.
Acts 1980, No. 150, §1.
Art. 2809. Fiduciary duty; activities prejudicial to the partnership.
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. Other rights not prejudiced.
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. Partner as creditor of the partnership.
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. The sharing of a partner's interest with a third person.
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. The right of a partner to obtain information.
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.
CHAPTER 3--RELATIONS OF THE PARTNERSHIP AND THE
PARTNERS WITH THIRD PERSONS
Art. 2814. Partner as mandatary of the partnership
A partner is a mandatary of the partnership for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of its immovables. A provision that a partner is not a mandatary does not affect third persons who in good faith transact business with the partner. Except as provided in the articles of partnership, any person authorized to execute a mortgage or security agreement on behalf of a partnership shall, for purposes of executory process, have authority to execute a confession of judgment in the act of mortgage or security agreement without execution of the articles of partnership by authentic act.
Acts 1980, No. 150, §1. Amended by Acts 1981, No. 888, §1; Acts 1989, No. 137, §16, eff. Sept. 1, 1989.
Art. 2815. Effect of loss stipulation on third persons.
A provision that a partner shall not participate in losses does not affect third persons.
Acts 1980, No. 150, §1.
Art. 2816. Contract by partner in his own name; effect on the partnership.
An obligation contracted for the partnership by a partner in his own name binds the partnership if the partnership benefits by the transaction or the transaction involves matters in the ordinary course of its business. If the partnership is so bound, it can enforce the contract in its own name.
Acts 1980, No. 150, §1.
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.
Acts 1980, No. 150, §1.
CHAPTER 4. CESSATION OF MEMBERSHIP
SECTION 1. CAUSES OF CESSATION
Art. 2818. Causes of cessation of membership
A. A partner ceases to be a member of a partnership upon: his death or interdiction; his being granted an order for relief under Chapter 7 or confirmation of a plan of liquidation or the appointment of a trustee of his estate under Chapter 11 of the Bankruptcy Code; his interest in the partnership being seized and not released as provided in Article 2819; his expulsion from the partnership; or his withdrawal from the partnership.
B. A partner also ceases to be a member of a partnership in accordance with the provisions of the contract of partnership.
Acts 1980, No. 150, §1; Acts 2004, No. 827, §1.
Art. 2819. Seizure of the interest of a partner.
A partner ceases to be a member of a partnership if his interest in the partnership is seized under a writ of execution and is not released within thirty days. The cessation is retroactive to the date of seizure.
Acts 1980, No. 150, §1.
Art. 2820. Expulsion of a partner for just cause.
A partnership may expel a partner for just cause. Unless otherwise provided in the partnership agreement, a majority of the partners must agree on the expulsion.
Acts 1980, No. 150, §1.
Art. 2821. Partnership constituted for term; withdrawal.
If a partnership has been constituted for a term, a partner may withdraw without the consent of his partners prior to the expiration of the term provided he has just cause arising out of the failure of another partner to perform an obligation.
Acts 1980, No. 150, §1.
Art. 2822. Partnership without term; withdrawal.
If a partnership has been constituted without a term, a partner may withdraw from the partnership without the consent of his partners at any time, provided he gives reasonable notice in good faith at a time that is not unfavorable to the partnership.
Acts 1980, No. 150, §1.
SECTION 2--EFFECTS OF CESSATION OF MEMBERSHIP AND
RIGHTS OF THE FORMER PARTNER
Art. 2823. Rights of a partner after withdrawal.
The former partner, his successors, or the seizing creditor is entitled to an amount equal to the value that the share of the former partner had at the time membership ceased.
Acts 1980, No. 150, §1.
Art. 2824. Payment of interest of partner.
If a partnership continues to exist after the membership of a partner ceases, unless otherwise agreed, the partnership must pay in money the amount referred to in Article 2823 as soon as that amount is determined together with interest at the legal rate from the time membership ceases.
Acts 1980, No. 150, §1.
Art. 2825. Judicial determination of amount.
If there is no agreement on the amount to be paid under Articles 2823 and 2824, any interested party may seek a judicial determination of the amount and a judgment ordering its payment.
Acts 1980, No. 150, §1.
CHAPTER 5--TERMINATION OF A PARTNERSHIP
SECTION 1--CAUSES OF TERMINATION
Art. 2826. Termination of a partnership; causes
Unless continued as provided by law, a partnership is terminated by: the unanimous consent of its partners; a judgment of termination; the granting of an order for relief to the partnership under Chapter 7 of the Bankruptcy Code; the reduction of its membership to one person; the expiration of its term; or the attainment of, or the impossibility of attainment of the object of the partnership.
A partnership also terminates in accordance with provisions of the contract of partnership.
A partnership in commendam, however, terminates by the retirement from the partnership, or the death, interdiction, or dissolution, of the sole or any general partner unless the partnership is continued with the consent of the remaining general partners under a right to do so stated in the contract of partnership or if, within ninety days after such event, all the remaining partners agree in writing to continue the partnership and to the appointment of one or more general partners if necessary or desired.
Acts 1980, No. 150, §1, Amended by Acts 1981, No. 797, §1; Acts 1982, No. 273, §1.
Art. 2827. Continuation of a partnership.
A partnership may be expressly or tacitly continued when its term expires or its object is attained, or when a resolutory condition of the contract of partnership is fulfilled. If the object becomes impossible, the partnership may be continued for a different object.
Unless otherwise agreed, a partnership that is expressly or tacitly continued has no term.
Acts 1980, No. 150, §1.
Art. 2828. Continuation for liquidation; sole proprietorship.
When a partnership terminates, the business of the partnership ends except for purposes of liquidation.
If a partnership terminates because its membership is reduced to one person, that person is not bound to liquidate the partnership and may continue the business as a sole proprietor. If the person elects to continue the business, his former partners are entitled to amounts equal to the value of their shares as of time the partnership terminated, and they have the right to demand security for the payment of partnership debts.
Acts 1980, No. 150, §1.
Art. 2829. Change in number or identity of partners.
A change in the number or identity of partners does not terminate a partnership unless the number is reduced to one.
Acts 1980, No. 150, §1.
SECTION 2--EFFECTS OF TERMINATION OF
PARTNERSHIP AND RIGHTS OF FORMER PARTNERS
Art. 2830. Effects of termination; authority of partners.
When a partnership terminates, the authority of the partners to act for it ceases, except with regard to acts necessary to liquidate its affairs.
Anything done in what would have been the usual course of business of the partnership by a partner acting in good faith, who is unaware that the partnership has terminated, binds the partnership as if it still existed.
Acts 1980, No. 150, §1.
Art. 2831. Termination of the partnership; rights of third parties.
The termination of a partnership, for any reason, does not affect the rights of a third person in good faith who transacts business with a partner or a mandatary acting on behalf of the former partnership.
Acts 1980, No. 150, §1.
CHAPTER 6--DISSOLUTION, LIQUIDATION, AND
DIVISION OF ASSETS
Art. 2832. Creditors of the partnership; preference.
The creditors of the partnership must be paid in preference to the creditors of the partners.
Acts 1980, No. 150, §1.
Art. 2833. Division of the partnership assets.
The creditors of a partnership shall be paid in the following order of priority: secured creditors in accordance with their security rights; unsecured creditors who are not partners; unsecured creditors who are partners.
If any assets remain after the payment of all secured and unsecured creditors, the capital contributions shall be restored to the partners. Finally, any surplus shall be divided among the partners proportionally based on their respective interests in the partnership.
Acts 1980, No. 150, §1.
Art. 2834. Liquidation of the partnership.
In the absence of contrary agreement, a partnership is liquidated in the same manner and according to the same rules that govern the liquidation of corporations.
A partnership retains its juridical personality for the purpose of liquidation.
Acts 1980, No. 150, §1.
Art. 2835. Final liquidation.
The liquidation of a partnership is not final until all its assets have been collected and applied to its obligations and its remaining assets, if any, have been appropriately distributed to the partners.
Acts 1980, No. 150, §1.
CHAPTER 7--PARTNERSHIP IN COMMENDAM
Art. 2836. Provisions applicable to partnerships in commendam.
The provisions of the other chapters of this Title apply to partnerships in commendam to the extent they are consistent with the provisions of this Chapter.
Acts 1980, No. 150, §1.
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.
Acts 1980, No. 150, §1.
Art. 2838. Name; designation as partnership in commendam.
For the liability of a partner in commendam to be limited as to third persons, the partnership shall have a name that appears in the contract of partnership; the name shall 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 shall not imply that the partner in commendam is a general partner
Acts 1980, No. 150, §1; Acts 2025, No. 488, §1.
Art. 2839. Name of partner in commendam; use
A. A partner in commendam becomes liable as a general partner if he permits his name to be used in business dealings of the partnership in a manner that implies he is a general partner.
B. If the name of a partner in commendam is used without his consent, he is liable as a general partner only if he knew or should have known of its use and did not take reasonable steps to prevent the use.
C. If the name of the partner in commendam is the same as that of a general partner or if it had been included in the name of a predecessor business entity or in the name of the partnership prior to the admission of the partner in commendam, its use does not imply that he is a general partner.
Acts 1980, No. 150, §1. Acts 1984, No. 429, §1.
Art. 2840. Partner in commendam; liability; agreed contribution.
A partner in commendam must agree to make a contribution to the partnership. The contribution may consist of money, things, or the performance of nonmanagerial services. The partnership agreement must describe the contribution and state either its agreed value or a method of determining it. The contract should also state the time or circumstances upon which the money or other things are to be delivered, or the services are to be performed, and if it fails to do so, payment is due on demand.
A partner in commendam is liable for the obligations of the partnership only to the extent of the agreed contribution. If he does not make the contribution, or contributes only part of it, he is obligated to contribute money, or other things equal to the portion of the stated value that he has failed to satisfy. The court may award specific performance if appropriate.
Acts 1980, No. 150, §1.
Art. 2841. Contract form; registry
A contract of partnership in commendam shall 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 persons in the same manner as general partners.
Acts 1980, No. 150, §1; Acts 2025, No. 488, §1.
Art. 2842. Restrictions on the right of a partner in commendam to receive contributions.
A partner in commendam may not receive, directly or indirectly, any part of the capital or undistributed profits of the partnership if to do so would render the partnership insolvent. If he does so, he must restore the amount received together with interest at the legal rate.
If the partnership or the partners do not force the partner in commendam to restore the amount received, the creditors may proceed directly against the partner in commendam to compel the restoration.
Acts 1980, No. 150, §1.
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 persons on behalf of the partnership.
Acts 1980, No. 150, §1; Acts 2025, No. 488, §1.
Art. 2844. Liability of the partner in commendam to third persons
A. A partner in commendam is not liable for the obligations of the partnership unless the partner is also a general partner or, in addition to the exercise of the partner's rights and powers as a partner, the partner participates in the control of the business. If, however, the partner in commendam participates in the control of the business, the 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 commendam 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 of this Article does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the partner in the business of the partnership.
Acts 1980, No. 150, §1; Acts 1995, No. 847, §1, eff. June 27, 1995; Acts 2025, No. 488, §1.
Art. 2845. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.
Art. 2846. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.
Art. 2847. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.
Art. 2848. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.