Atty. Renato J. Santiago

October 19, 1984 Atty. Renato J. Santiago Counsel for the Hua Gua Chiong Unlimited Rm. 362 Wellington Bldg., Plaza Lorenzo Ruiz, Binondo, Manila Sir : This has reference to your letter dated July 24, 1984 requesting for reconsideration of our letter dated June 5, 1984, denying registration of your client's partnership name Hua Gua Chiong Unlimited. You alleged that there is no law prohibiting or restricting registration of a lawful general partnership name without the accompanying word "Company". That the only specific limitation in the registration of partnership name is found in Article 1844 of the Civil Code, quoted hereunder: "ARTICLE 1844. Two or more persons desiring to form limited partnership shall: 1. Sign and sworn to a certificate which shall state: a. The name of the partnership adding thereto the word "LIMITED." Furthermore, you alleged that the use of the name "Hua Gua Chiong Unlimited" without the word "Company" but with the added word Unlimited is distinctive as a general partnership. You likewise alleged that the said partnership is also engaged in the practice of profession as one of its main purposes, as shown in paragraph 2 of its articles of partnership. Further, you believe that the policy of the Commission that allows registration to other partnership without the word "Company" and disallow registration to other, runs counter to the tenets of the Constitution as it is discriminatory in nature and tends to encourage "class grouping." The second paragraph of our Guidelines in the Approval of Corporate and Partnership names, issued by this Commission on September 7, 1977, reads thus: "In line with the policy of the Commission to safeguard public interest and to avoid future conflicts as to corporate and partnership names, the following guidelines are hereby adopted: a. The Corporate name should contain the word "Corporation" or "Incorporated", while the partnership name should contain the word "Company" . (Emphasis supplied) From the abovequoted rule, it is clear that partnership names should contain the word "Company". Considering that said policy has not been amended or superseded, we see no reason why the same should not be applied. Hence, we cannot grant your request. "By statute, it may be provided that, a partnership shall not transact business in the name of a partner not interested in the firm, and requiring the designation "& Co." in the firm name to represent an actual partner under penalty of misdemeanor for non-observance. (Wolfe & Joubert, 45 La Amn 1100, 13 SO 806, 21 LRA 772, cited in 40 Am. Jur. p. 133, Emphasis supplied) It is reiterated that the only instance when a domestic partnership name may be recorded in this Commission without the use of the word "Company" is when the primary purpose for which the partnership is organized is to engage in the practice of profession of a particular discipline. Insofar as the word "Unlimited" is concerned, there is no provision of law which allows the inclusion of said word in any partnership name. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman