Short answer. Yes. A limited partner is given the same right as a general partner to have the partnership dissolved and its affairs wound up by decree of court. This sits alongside the limited partner's rights to inspect the books and to demand full information about the partnership.

What the law says

A limited partner shall have the same rights as a general partner to: (1) Have the partnership books kept at the principal place of business of the partnership, and at a reasonable hour to inspect and copy any of them; (2) Have on demand true and full information of all things affecting the partnership, and a formal account of partnership affairs whenever circumstances render it just and reasonable; and (3) Have dissolution and winding up by decree of court.

Civil Code, Article 1851 — Rights of a Limited Partner. Read the full provision →

A limited partner can seek dissolution through the court

Even though a limited partner is a passive investor rather than a manager, the Civil Code does not leave them powerless over the life of the partnership. Article 1851 gives a limited partner the same rights as a general partner in several respects, and among them is the right to have dissolution and winding up by decree of court. That is a meaningful protection: a limited partner who cannot otherwise force the venture to end can ask a court to dissolve it and supervise the winding up of its affairs. The right is exercised through the court, not by the limited partner unilaterally declaring the partnership over.

The other rights this article confirms

Dissolution is listed together with two information rights that matter day to day. A limited partner is entitled to have the partnership books kept at the principal place of business and, at a reasonable hour, to inspect and copy any of them. They may also have on demand true and full information of all things affecting the partnership, and a formal account of partnership affairs whenever circumstances render it just and reasonable. The same article adds the right to receive a share of profits or other income and to the return of the contribution. Together these keep a limited partner informed and protected despite standing outside management.

Dissolution is not available on a whim

A court will not wind up a partnership simply because a limited partner would prefer to exit. The grounds are spelled out elsewhere in the law on limited partnerships. Article 1857, which governs the return of a limited partner's contribution, provides that a limited partner may have the partnership dissolved and its affairs wound up where he rightfully but unsuccessfully demands the return of his contribution, or where the partnership's other liabilities cannot be met and he would otherwise be entitled to that return. In other words, court-ordered dissolution is a remedy tied to real, defined situations, most often a proper demand for the contribution that the partnership fails to honour.

What to do if you are in this position

If you are a limited partner considering this route, the first questions are practical: has a proper demand been made, and does one of the recognised grounds actually fit your situation? Dissolution is a serious step that unwinds the whole venture and can affect creditors and other partners, so courts approach it accordingly. Keep the certificate, your contribution records, and any demands and refusals, because those documents are what establish the ground. Before filing, it is worth having a lawyer confirm that the right to dissolution is genuinely available on your facts rather than assumed.

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.