Mr. Josepus N. Cimafranca

April 28, 1995 Mr. Josepus N. Cimafranca 714 Gerardo Ave., Cebu City S i r : This refers to your letter of January 31, 1995 inquiring whether Maruja Mining Company is still existing taking into consideration that three (3 ) out of the eight (8) partners thereof are already dead. cdll As a general rule, the death of a partner dissolves the partnership by operation of law (Article 1830 of the Civil Code), except if the articles of partnership stipulate for the continuance of the partnership relations upon the death of any one of the partners. While Article IX of the Articles of Partnership of the above-named company provides that in case of death of any partner the partnership shall be continued by the remaining partners and the heirs of the deceased if they so desire, records do not show that an amended articles of partnership was filed by the remaining partners as required under the same provision of the articles of partnership in the event that the remaining partners choose to continue the partnership. Therefore, it can be implied that the remaining partners did not intend to continue the partnership. Records further show that the term of existence of the partnership is only for twenty-five (25) years. While the Articles of Partnership was approved by the Commission on November 12, 1970, the date of effectivity of the partnership as agreed upon by the partners is September 8, 1968, the date of execution of the articles of partnership as can be gleaned from the following prefatory clause of the Articles of Partnership: "That we have this 8th day of September, 1968, in the City of Cebu, Philippines, voluntarily associated ourselves and formed and organized a partnership . . . ." Accordingly, the term of existence of the partnership had expired on September 8, 1993 (25 years from and after September 8, 1968). LibLex In view of all the foregoing, the partnership is deemed dissolved. However, should the remaining partners desire to continue the business of the partnership, they may file new articles of partnership. Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner