Zaldivar Farms

December 4, 1984 Zaldivar Farms c/o Miss Aniceta B. Zaldivar Albuera, Leyte Madam: This relates to your letter, dated September 28, 1984, informing this Commission of the death of Dr. Geronimo B. Zaldivar, one of the partners in Zaldivar Farms. You stated that due to the death of one of the partners, Zaldivar Farms is automatically dissolved. The remaining partners have no plan to form another partnership, hence, this present inquiry on what steps to be take to comply with the SEC requirements and procedures on the matter. Anent thereto, Article 1830 of the Civil Code of the Philippines provides, in part, thus: Dissolution is caused: xxx xxx xxx (5) By the death of any partner. xxx xxx xxx The death of a partner dissolves, by operation of law, the partnership of which the deceased person was a member, whether that the partnership was organized to continue at will or for a fixed term, in the absence, at least, of any stipulation in the partnership articles for the continuance of the partnership relations upon the death of any one of the partners. (40 Am. Jur., Sec. 285, p. 826). Inspite of such dissolution, however, the community of interest subsists for some purposes long enough to enable the survivors to wind up and settle the affairs of the partnership. (Am. Jur., supra, sec. 286, at 327). A perusal of the articles of partnership of Zaldivar Farms fails to show any provision to the effect that the partnership may be continued notwithstanding the death of any of the partners thereof. In the absence therefore of such agreement, the death of Geronimo B. Zaldivar dissolves subject partnership by operation of law. As a matter of policy, however, the Commission requires the submission of the following documents, to wit: 1. Affidavit of Dissolution of the partnership executed by the remaining partners, duly subscribed and sworn to before a notary public. 2. Death certificate of the deceased partner. 3. Tax clearance from the Bureau of Internal Revenue. Likewise, please remit the amount of P102.00 in postal money order payable to this Commission to cover the filing fee thereof. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman