Mr. Wilko Klaunberg
SEC Opinion • Securities and Exchange Commission • Opinions • Mar 27, 2001
Full text
March 27, 2001 MR. WILKO KLAUNBERG P.O. Box 340148 79050 Frelburg, Germany Dear Mr. Klaunberg, This has reference to your letter dated November 7, 2000, regarding your questions relative to the partnership which you have formed under the name "GUTOB BAY BEACH CLUB". Your queries are quoted hereunder as follows: 1. Relative to the dissolution of the limited partnership, is it possible for the Securities and Exchange Commission (SEC) to issue a partnership document before fundamental requirements are submitted by the applicants and approved by the SEC? 2. Is the limited partnership still existing? Since when? Based on what documents, reasons, and facts? As to your first query, this Commission will not issue any certificate of acknowledgment or approval with respect to my pending application unless all the requirements are complied with by the applicant. EaHATD As per the corporate records of subject limited partnership, this Commission has received on August 25, 1995 the Affidavit of Withdrawal by one of the partners of GUTOB BAY BEACH CLUB, Mr. Cyrill End, thereby technically dissolving the subject partnership. Pursuant to Art. 1830 of the Civil Code of the Philippines, "a partnership may be dissolved by the express will of any partner at any time, in contravention of the agreement between parties, where the circumstances do not permit a dissolution under any provision of this article". The Commission issued the Certificate dated September 7, 1995, certifying the filing and recording of the abovementioned Affidavit of Withdrawal. Attached herewith are copies of the Certificate of Dissolution, affidavit of withdrawal of the Articles of Partnership executed by Cyrill End, and the affidavit of dissolution executed by Wilko Klauenberg for your ready reference. Very truly yours, (SGD.) BENITO A. CATARAN Director - CRMD
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