Mr. Mariano Q. Valerio

October 22, 1986 Mr. Mariano Q. Valerio Rm. 202 Cynthia Marie Bldg. #6 New York Street cor. E. Rodriguez Sr. Quezon City Sir : This has reference to your letter dated October 3, 1986, requesting for the opinion of this Commission on the following query: "After two years of operation one of our Industrial Partners withdrew what was due to him and went abroad. Is he still considered as a partner and entitled to whatever profit derived from the business during his absence?" Anent thereto, please be informed that since partnership is a consensual contract much would depend on the provisions of the articles of partnership regarding the withdrawal of industrial partners. In said case, the provision of the articles of partnership shall apply. In the event, however, that your articles of partnership is silent on the matter, the provision of the Civil Code shall apply. Considering, however, that the industrial partner has withdrawn his participation and contribution from the partnership, it follows that he has ceased being a partner and is no longer entitled to whatever profits derived from the business during his absence. Relative thereto, Article 1837 of the Civil Code provides, thus: "ARTICLE 1837. . . . But if dissolution is cause by expulsion of a partner, bonafide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under the second paragraph of Article 1835, he shall receive in cash only the net amount due him from the partnership . (Emphasis supplied)" Likewise, under the policies of this Commission, the withdrawal of any partner should have been effected in an amended articles of partnership executed and signed by the partners and filed with this Commission for registration. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman