Short answer. Yes. A limited partner may have the partnership dissolved and wound up when he rightfully but unsuccessfully demands the return of his contribution. Being entitled to the money back and refused it is one of the two grounds the Civil Code gives for court-ordered dissolution at a limited partner's instance.
What the law says
A limited partner may have the partnership dissolved and its affairs wound up when: (1) He rightfully but unsuccessfully demands the return of his contribution, or (2) The other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by the first paragraph, No. 1, and the limited partner would otherwise be entitled to the return of his contribution.
Civil Code, Article 1857 — Return of a Limited Partner's Contribution. Read the full provision →
Two situations let a limited partner force an end
Article 1857 spells out when a limited partner can go beyond simply asking for money and instead have the whole partnership wound up. It says a limited partner may have the partnership dissolved and its affairs wound up in two situations: where he rightfully but unsuccessfully demands the return of his contribution, or where the partnership's other liabilities are unpaid or its property is insufficient to pay them and the limited partner would otherwise be entitled to the return of his contribution. Both are tied to the contribution, the money or property the limited partner put in, and to the partnership's failure to give it back when it should.
When a demand for the contribution is 'rightful'
The word rightfully does a lot of work, because a limited partner cannot demand the contribution back at just any moment. The article allows a rightful demand for the return of the contribution in defined circumstances: on the dissolution of a partnership; when the date specified in the certificate for its return has arrived; or after the limited partner has given six months' notice in writing to all other members, where no time was set in the certificate. It also generally requires that the partnership's liabilities to outside creditors be covered first. So a demand is rightful when it fits one of these openings and the creditor-protection conditions are met, not merely because the limited partner has decided they want out.
'Unsuccessfully', and the second ground
Having a rightful demand is only half of it; the demand must also go unmet. If the partnership properly should return the contribution and does not, that combination, a rightful demand unsuccessfully made, opens the door to dissolution. The second ground addresses a failing partnership: where its other liabilities have not been paid or its property cannot cover them, and the limited partner would otherwise be entitled to the return of the contribution. Both grounds ultimately protect the same interest: a limited partner who is owed their capital back but cannot get it from a partnership that is not honouring, or cannot honour, the obligation.
What this means for you
If you are a limited partner trying to recover your contribution, the sequence matters: establish that your demand is rightful under one of the recognised openings, make it properly, and document the refusal or the partnership's inability to pay. Only then does dissolution come into view as a remedy, and it is a court-supervised one that unwinds the venture for everyone. Because whether your demand is rightful depends closely on the certificate's terms and the partnership's finances, this is a point to check carefully. A lawyer can confirm the ground fits before you seek to wind the partnership up.