Mr. Wilfredo S. Pollisco

June 17, 1991 Mr. Wilfredo S. Pollisco Regional Executive Director Department of Environment and Natural Resources Region IV 1515 L & S Bldg., Roxas Blvd. Ermita, Manila S i r : This refers to your 1st Indorsement of March 18, 1991, inquiring whether Caruray Mining Exploration Company has the juridical personality to act as such even after the death of one of its partners. LibLex The pertinent provision of the Civil Code provides in part: "ARTICLE 1830. Dissolution is caused: xxx xxx xxx (5) By death of any partner." Thus, as a general rule, death of a partner dissolves, by operation of law, the partnership of which the deceased person was a member in the absence of any stipulation in the articles of partnership for the continuance of the partnership relations upon the death of any one of the partners. A perusal of the articles of partnership of subject corporation fails to show any provision to the effect that the partnership may be continued notwithstanding the death of any of the partners thereof. However, it has to be emphasized that the Civil Code of the Philippines, in defining the term "dissolution" insofar as it refers to partnerships, provides as follows: "The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguishing from the winding up of the business." (Article 1828) The term "dissolution" as used in our Civil Code, therefore, simply means the point in time when all the partners cease to carry on the business together and should not be understood as necessarily including the winding up and termination of the partnership. "Any change in the Membership of personnel of a partnership, either by the retirement of a partner or by the admission of new members into the partnership, produces, technically an immediate dissolution of the existing partnership relation and the formation of new one , although common business usage speaks of the admission of a partner to a firm and regards the firm as subsisting so long as the course of its business is not materially interrupted ." (49 Am. Jur., par. 197, p. 267, citing Fritz v. Commissioners of Internal Revenue (CCA 5th) 76F (25) 460 ( SEC Letter to Atty. Mamerto Lumibao, dated June 29, 1960 ). Please be advised accordingly. prcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman