Short answer. No. Article 1850 of the Civil Code provides that, without the written consent or ratification by all the limited partners, a general partner has no authority to do any act which would make it impossible to carry on the ordinary business of the partnership.

What the law says

Do any act which would make it impossible to carry on the ordinary business of the partnership

Civil Code, Article 1850 — Powers of a General Partner. Read the full provision →

Some acts are reserved from the general partner

A general partner normally has broad authority to manage the limited partnership, but the law fences off a set of especially serious acts. It provides that without the written consent or ratification of the specific act by all the limited partners, a general partner has no authority to do them. One of those reserved acts is any act which would make it impossible to carry on the ordinary business of the partnership. This is not about routine management decisions that turn out badly; it is about steps that would shut down or fundamentally frustrate the very business the partnership was formed to conduct.

Why this particular act is protected

The ordinary business of the partnership is the whole reason the limited partners committed their money. If a general partner could unilaterally take an action that makes continuing that business impossible, such as disposing of what the enterprise needs to function or abandoning its core operation, he could destroy the investment of people who have no say in day-to-day management. Limited partners accept limited control in exchange for limited liability, but the law does not leave them defenceless against a step that would end the venture itself. So it lifts that decision out of the general partner's solo authority.

The consent required is strict

To take such an act, the general partner needs the written consent or ratification of the specific act by all the limited partners. Each element matters. The approval must be in writing, it must cover the specific act rather than serve as a vague blanket permission, and it must come from every limited partner. Ratification is allowed, meaning the limited partners may approve the particular act after it is done, again in writing and unanimously. Anything short of that, an informal nod, a bare majority, or the silence of a partner who was never consulted, does not clothe the general partner with authority to proceed.

Consequences and cautions

For a general partner contemplating a step that could halt the partnership's ordinary business, the safe path is to obtain and keep the unanimous written consent first, or not to act. Doing otherwise invites serious dispute with the limited partners and questions about whether he breached the duties he owes them. For a limited partner, the provision is a genuine safeguard: even though you do not manage the firm, a general partner cannot lawfully pull the plug on its ordinary business behind your back. If such an act is looming, your written position on it is decisive.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.